We're Best Friends
by Marvel fiction
Summary: Gwen Stacy and Peter Parker love each other till their hearts ache. After an emotionally draining few months apart thanks to Captain Stacy's last wish for Peter to leave Gwen alone, they have found their way back together. Best Friends now back to being blissful lovers, nothing can go wrong. Peace and happiness between this wonderful couple, a story full of Gwen X Peter fluff!
1. My Spiderman

**Author's Notes: Hey everyone! This is a secondary account to my other one Galaxyfiction, this one is totally dedicated to Marvel, mainly Spiderman. **

**This story is Movieverse, since I love the new movies and Emma Stone to pieces! I studied Andrew Garfield's mannerisms as I did with Emma's to make it seem a lot more movie based. Hopefully that came across to you guys. **

**There will be a plot soon enough, but have some fluff in the meantime! (Love Peter and Gwen!) Enjoy the fluff guys, and please review. Criticism is greatly appreciated! - Dave **

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**Chapter One: _My_ Spiderman.**

She sat there, looking intently at her computer screen, stroking stray gold locks out of her eye line and curling them behind her cream skinned ears. Her soft pursed lips mouthed the font on the screen, mumbling to herself at the spelling errors. Huge rounded eyes, two islands of lush green sat atop the ocean of white Sclera's scanned from corner to corner of the computer. She lifted her pen and chewed on the end of the plastic stick.

Gwen adjusted her headband and flicked her ponytail off her shoulder, her mind busied with anything but the work on the screen. She blinked at the screen once, twice, three times, but every time the sentences meshed into a maelstrom of letters. She wasn't concentrating; her mind was fixated on something else.

She leaned back in her seat, spinning the chair around. A split second view of the window then the bed, the wall, the book shelves, then back to the window. The three-sixty view of her room dizzied her mind and on the final bored and worried rotation she stopped, seeing something askew. She peered back at the window and true enough, an anomaly. Yet she smiled, looking at the man on her fire escape.

Gwen got up, staggering ever so slightly from the dizzying effects. She knelt on her small shelf and pulled the window frame up, the reflection of her grinning face vanishing at the lack of glass and cold air.

Winter in New York always bit hard, but this time it was very frigid, the metal poles of the fire escape stained with slippery ice and dusting frost. A few flurries of snow fell through the windy air and a breeze of violently cold air snapped Gwen onto the shivering man.

"How long have you been out here?" She half joked with a splash of worry.

"Long enough to see you spinning your chair." He chuckled gently, Gwen's cheeks heating with a pang of embarrassment. He peered at her and smiled, yet she saw the long gouge down his right cheek, blood dripping onto the blue of his Spiderman suit, soaking it a dark blue. Scratches ripped across his chest and tore straight through the Spider etching on his pectorals. She gasped and cupped her mouth, stepping back from the window so he could clamber-fall-in.

_Too stubborn as always, Bugboy. _

He dropped into the room with a thud and breathed raggedly, back pressed to the shelf. His hair was ruffled and dirtied. Gwen moved her chair across the room and sat beside him, touching his cheek gently, his wince telling her all she needed to know.

"Mmm." He smiled that same smug yet sincere smile of his. She rolled her green eyes at him.

"What?" she scoffed.

"Warm." He chuckled weakly. Gwen stood up and walked over to her door, slowly creeping it open and slipping out into the hall. A photo on the wall of her family: younger brothers, Mother and Father all stood around Gwen herself. The amount of smiles and happy faces made her eyes water every time she walked this hallway to the rest of the apartment.

After Dr Curtis Connors killed her father, Captain George Stacy, she spiraled into depression, no help from Peter Parker's abandonment of her. Though it didn't take long for her cold heart towards him to thaw and realize his intentions, his promise to a dying father.

_Leave Gwen out of it._

To know he cared about her so much as to not break her Father's promise, to know he stayed away on her Father's word, not his own. She grew small tingeing hatred towards her deceased Father. How dare he decide who she can and can't love, to still control her life beyond the grave?

Then she learnt, learned that he did it for her own safety. Any attachment to Spiderman would undoubtedly end with an early grave. But what point is living a long unhappy life away from the one you love till it hurts?

After a month or two, Peter and Gwen grew close again. Sure he broke her Father's promise, but the aching in his heart for her felt like two cold hands squeezing his heart till blood threatened to burst its seams. Gwen felt the same, and soon they were back together, happy with one another's company. She reminded Peter that whatever happened, they'd face it together.

Brought back to the present, Gwen snapped her eyes off the photo and pulled the door up. This time though she walked the hall with closed eyes until she was safely away from the photo. She could do without the emotional breakdown right now.

With her Mother out running errands and Brothers staying round a friends, they were home alone, which made her feel silly for locking him in her room, hidden...and bleeding. Gwen grabbed a wash cloth and walked to the sink, soaking the cloth in warm water.

She subconsciously assumed her Father would be sat idly flicking through the channels on the television, moaning about the lack of anything good. She airily laughed to herself and groaned afterwards, shaking her head. It had been three or four months since his demise and still she struggled to even accept it.

Two muscular arms slid around her waist startling her awake. A light pecking kiss to her ear lobe soothed her.

"I think that's wet enough." Peter gently chuckled, his hot, minty breath tickling her ear. Gwen nodded, pursed lips as she squeezed the excess water from the drenched rag. He squeezed her gently and she leaned back into his embrace, sighing. He took a deep inhale through his nose of her hair, pressing against her soft blonde locks. She reached a hand up and stroked his cheek.

"You-Your father?" He asked, mumbled. She nodded, tears pricking the corners of her eyes. He nodded and leaned his head around the left, kissing her soft creamy skinned cheek. She cooed and smiled under his loving administrations.

He reeled back and saw his own blood stained across her cheek.

"Oops. " He nervously chuckled. Gwen raised an eyebrow and turned to him, seeing the cut still leaking down his face. He hesitated several times before finally brushing her cheek and wiping his blood off. She shook it off and pulled the cloth up, pressing it to his cheek. He winced and she rolled her eyes at him.

"Come on, I'll stitch you up in my room." She took his hand and pulled Spiderman with her, a constant silent laugh on his face.

Once back in her room, he sat at the foot of her bed on the floor. She perched on the lip of her bed, readying her stitching needles and medical supplies she'd bought months prior. Being Spiderman's girlfriend meant _a lot_ of wound cleaning.

"You _can_ sit on my bed, you know." She spoke matter-of-factly at him. He let a whispering laugh escape his toothy smile and peered up from the floor at her. He shrugged and pat his palm on his brought up right knee.

"I umm...I..." He scratched his neck, beneath the corner of his jaw. His hand dropped to slap against his left stretched out thigh. She giggled at him.

"It's just a bed, Bug-boy." She smiled down at him.

"I know, I know-but you know, it's...it's not just _any_ bed, I mean it's _your_ bed, you know, it's_ your_ bed." He mumbled, getting quieter as his ramblings went on. She found him adorable with his nervous ramblings. How can the man behind Spiderman's mask get so flustered so easily? Apparently Gwen had a power she didn't know about, the power to fluster Spiderman.

"What-what's so funny?" Peter spoke, Gwen realizing she'd been giggling to herself. He looked up from the floor at her. She shook her head, the laughs dissipating.

"You; _Spider-man_ gets _flustered_ bout _my_ be-_ed_." She hummed in a sing-song, swaying left and right. Peter chuckled at her, shaking his head. She leaned forward and dabbed his cheek, cleaning the cut. His eyes were set on her like stone, the brown doe eyes burring into her features. He adorned her adorable little button nose, full soft lips, creamy skinned cheeks that rose beneath her incredible large, adorable lime green irises.

He adored her locks of golden blonde hair, the ways her eyes fused against his cut, carefully administering the cleaning cloth, the way she swept her locks from her eye line behind her ear. The way she smiled and blushed when she figured out his brown eyed stare.

"What are you staring at?" she smiled, tilting her head with a sarcastic eyebrow raised. A lock of blonde fell from her fringe and swung across her vision. Peter smiled and raised his hand, brushing the hair out of her eyes.

"You." he smiled, then started laughing to himself, shaking his head. Gwen giggled too.

"Oh good, you realized how cheesy you sound?" she enthusiastically and even sarcastically nodded, her voice husky as always.

"I did." He nodded with a grin from ear to ear, reopening his wound.

"Right, stop smiling, your opening the cut." She sighed, like berating a child. Peter pouted, his brown eyes pleading. Gwen snorted, trying to ignore him, dabbing the cut and reaching to her Suture kit. Peter kept watching her, their noses inches apart.

"Seriously Bug boy, _stop_!" She giggled, berating herself for laughing, turning stern, almost motherly as best she could. Peter met her eyes with a loving heat to his brown eyes. She smiled, shaking her head. "Want me to clean this cut?" She crossed her arms, leaning back.

"Yes please Ma'am." He nodded, behaving himself. Gwen dropped off the bed gently to kneel before him. She leaned forward and began to gently suture his cheek. Every few minutes he'd wince and hiss.

Even though he was wincing every few moments, he kept his eyes on her. Having Gwen Stacy's face so close to his seemed like nothing more than a dream, a wish. Yet here he sat, inches from her nose, her eyes, her lips. The intoxicating scent of her lavender perfume, he was in heaven.

"There...you go." She smiled, placing the sutures down on her bed. He smiled and nodded, his puffy hair ruffled.

"Thank you."

"Ah no problem." She shrugged, going to get up and tidy. He grasped her hands and softly pulled her back down, Gwen's eyes set on him with confused concern. He shook his head comically fast, although he was being serious.

"_No, no, no_, no it is-it is, well not that it's a problem, I mean-" he huffed and sat staring at her with a _bare-with-me _smile. Gwen did, staring at him softly. "Okay...what I'm trying to say is...

"What?" She asked softly, green eyes wide on his, her mouth slightly parted.

"Everything you do for me, I don't know how to repay, you know? I guess...what I'm trying to say is...I'm sorry." He nodded, eye peering up at hers. She eyed him with concern.

"Sorry for what?"

"I broke up with you after your Father's funeral! Who does that?" He shrugged with a dry self-berating chuckle. Gwen gulped over the lump blocking her throat. "I put you through emotional hell, all so you wouldn't get hurt. _I_ was _hurting _you, to _stop_ you getting _hurt_. See how crazy that is?" Peter sighed.

"How long has this bugged you?" Gwen asked gently. He shrugged, wetting his dry chapped lips, avoiding her gaze. She sat closer, shuffling to face him, brushing hair out of her eyes. She took his hands out of his blue spandex lap.

"Hey, look at me Peter." She whispered, lacing her fingers with his. He looked at their hands intertwined and smiled weakly.

"A long time." He shrugged. He peered up at her wonderful eyes, so caring and loving. His hands fell from hers and he cupped her cheeks, thumbs caressing the soft skin. "Gwen...I've never felt about anyone the way I feel about you..."

"Wha...What are you saying?" she gulped. Gwen sighed, expecting the inevitable _I can't be with you, my promise to your Father. _

"I...I..." He took a shaky inhale and looked at her eyes, so intently that her green seemed to leak into his brown. "I _love_ you."

Gwen's eyes snapped wide open and she tried to speak, utter anything. Her mouth worked, yet her vocal chords failed her. "I...wow err." Gwen flustered, puffing through pursed lips as her eyes darted. She knew that Peter's feelings towards her were loving and that he would die to protect her, hell he gave up his own happiness, and subsequently her own too, just to honor her Father's dying wish. There was no doubt that he loved her. So why did this throw her off guard?

"Earth to Gwen, come in Gwen." Peter nervously chuckled, rubbing his neck. Gwen snapped back up, eyes set wide on him.

"Oh, sorry. Wow um...I had no idea-well I had an idea it's just hearing you say it is so different from imagining-not that I imagined it! God I umm-" Peter placed his finger over her lips, silencing her.

"It's okay if you don't feel the same Gwen. I hurt you, and it's gonna take a while to-

"I love you too!" Gwen blurted. Peter sat silently, mouth agape still. "Yeah, yeah I do, I do, I do, I love you Peter." She nodded to enforce the point. Peter scoffed a thankful laugh and smiled at her. She reopened those wonderfully huge green eyes.

"Well lucky me." Peter chuckled, stroking her cheek. Gwen giggled and leaned into his hand, smiling a content hum. The pad of his thumb smoothed across her soft skin. They sat in blissful silence, eyes locked and smiles beaming.

"Okay, look, I have this...this...idea." Peter started, Gwen overly enthusiastically and sarcastically nodding, her eyes narrowed slightly at him, _oh yeah?_ plastered on her moving yet silent lips. "How about...since it's-you know Christmas soon and all, how about we...we..."

"We?" Gwen interrupted; she comically over exaggerated and elongated the word, her lips dancing around the letters, eyebrows arched in confusion, her husky, raspy voice like sultry smoke. Peter grinned a laugh towards the floor, shaking his head comically.

"How about we go out...you know? Just get outta here and enjoy ourselves, huh?" Peter gave a toothy grin which he knew made Gwen melt like butter. She looked at him while chewing her lip in thought. She narrowed her eyes with a curl in her lips. Peter egged her on, still grinning his teeth.

"Fine, but no webs." She pointed at him, her once bulbous green eyes now narrow slits. He raised his hands in surrender, chuckling. Gwen leaned forward, initiating the kiss. Peter pressed his lips to hers softly.

She massaged his lips with her own, moans deep down in his throat as he stroked a hand through her blonde hair. Finally she pulled back, brushing her lips on his, eyes reopening and setting against his. They bumped foreheads gently and sat in content silence for a moment.

"So...where'd you wanna go?" Peter asked.

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**Author's Notes: Let me know what you guys think! Hopefully you enjoy this as much as I like writing it! - Dave**


	2. Coffee

**Author Notes: Enjoy everyone! Little more Fluff before the plot.**

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**Chapter Two: Coffee**

The two walked in blissful silence down the chilly winter street of New York. Vibrant lights swung across the sky as gusts of wind tugged on the Christmas decorations. Last minute purchases and gift ideas were obvious in the bustling street. Even with a scar along his cheek, Peter was content, feeling Gwen snuggle into the sleeve of his thick Hoodie. Her blonde hair ruffled and flickered in the snapping breeze. He could hear her teeth chattering and knew that the cold of late evening was attacking her skin.

He pulled his arm up around her shoulders and pulled her in against his warmth. The grey beanie hat on her head matched the grey of her thick sweater. The warmth of his body soothed her for now, but they both needed something to warm their stomachs.

Peter turned to the road and they both crossed. A Coffee shop beckoned them with the smell of crushed coffee beans, hot pastry and the clinking of cutlery and furniture. They stepped through the double doors and the warm embrace of internal heating prickled their numb skin. Gwen shivered with relief and Peter rubbed his hands on his face.

"You wanna Coffee?" Peter asked. Gwen bit her lip and examined the board of options held above the counter. Her eyes darted from option to option and she even bounced on her toes a few times, making Peter's heart flutter. This adorable girl was his, _she_ loved _him!_ He always valued her compassion, but to know she loved him made him happier than he had ever been.

"Erm...can I have a...ooh! No...umm..." Gwen mumbled as she tapped her creamy skinned chin. Peter blew air through pursed lips as loud as he could, eyebrows rising in feigned frustration. Gwen bobbed on her toes, begging him to make a choice for her, pouting at him.

"How about a caramel cappuccino, you like those?" Peter asked her. Gwen's overly animated facial expression made him chuckle to himself as she pondered the choice.

"Err...Yes please." She smiled. He nodded sharply, stepping up to the counter where a very patient woman was waiting.

"Hi, two caramel Cappuccino's please." He said, fumbling for his wallet. She nodded with a smile and turned to the huge machine, similar to the Ganali device in appearance.

Gwen raked her fingers through her hair and tried to sort the tangled windswept mess. Peter smirked and reached over, taking a long lock of her hair between his fingers and slowly swinging it down into her eye line. She frowned at him as he choked a laugh. With a puff of air from her lips, the blonde lock flicked up and out of her eyes. She eventually decided to just rake the curled hair over her shoulders and pull her beanie further down.

Peter pulled his frayed leather wallet out and flipped it open. Inside was his I.D, a pouch of copper change, a few creased photos of Uncle Ben and Aunt May, but slotted in the window of the wallet, was a gorgeous photo of Gwen, the photo he'd taken of her at lunch all those months ago, before they were an item, before he was Spiderman.

Gwen smiled warmly. Knowing that the most valued thing in his wallet was her photo, alongside his Aunt and Uncle made her feel more loved and cherished than ever before. Sure her family loved her unconditionally, but to have someone outside the family love her in a deeper way sent her heart spiralling.

Two coffees with cardboard sleeves sat on the counter before them, piping steam whipping up through the slots in the plastic lids. The sweet scent of caramel infused with the strong aroma of coffee beans made Gwen's nostrils beg for a succulent warm sip to entice her taste buds.

"That's five fifty five please sir." The cashier smiled, looping brunette locks behind her ears. Peter scoffed to himself at the steep price, rooting in his change pocket for some coinage. Coin after coin was placed in a pile atop the counter; Quarters, cents, dimes, all stacking up. Gwen felt for him, she could see Peter getting flustered and embarrassed with how little money he had in his frayed edged wallet. He mouthed through gritted teeth a _Come on_.

A queue was forming behind them and Gwen was seeing Peter getting very embarrassed. She knew him, how he hated to feel inadequate for her. He'd berate himself for ages about how he should be able to afford a coffee for her at least. She never expected gifts from him, and hated when he felt he couldn't. Obviously money was tight with the loss of Uncle Ben.

He slid the change to the cashier and she counted it all, turning back to him.

"That's only five fifty three sir, I need two more cents." She smiled sadly. Peter stared at her like she'd insulted his Uncle. His breathing hitched and Peter had a flashback that enveloped his ears and vision.

"_No, you can leave a penny, you can't take a penny." The large long haired man at the counter snarled. Peter stared at him dumfounded._

"_W-what?"_

"_You can leave a penny anytime; you have to spend ten dollars to take a penny, Store policy." He snapped at Peter again, light glistening off the name tag "T-Bone."_

"_You gonna pay, you're holding up my line?" T-Bone shouted at him, spittle forming in the crevices of his mouth. _

"_Look, I don't have two cents-_

"_You can't afford your milk, just step aside. What, Daddy not give you enough Milk money today?" He sarcastically smirked, aggravating Peter. _

_How dare he, he knows nothing about my parents! Peter thought, fists turning pale white with tension. _

"_It's two cents, we're talking about two cents here." Peter weakly chuckled at the insane situation. _

"_Just step aside kid!" The rotund cashier snarled, and Peter did just that. He stepped aside...and the chain of events leading from a damn Chocolate milk led to the death of his beloved Uncle. All because he hated the cashier and wanted to get some payback, because it wasn't Peter's "policy". _

Suddenly Gwen's soft hand on his awoke him, seeing the large irate queue behind them. "Peter?" She gently spoke.

"Sir? Two cents please?"

"I-its two cents...I" Peter stammered.

"Sir, I need to take two cents." The woman said, masking her frustration. Peter's teeth grated beneath his thinly pressed lips.

"I don't have it." Peter shrugged, eyeing the counter, not her. His eyes were glassy with embarrassment and upsetting memories.

"Then sir, I'm going to have to ask you to step aside." She spoke. Gwen slid two cents along the counter with two of her fingers, her eyes flaring at the cashier.

"Thank you." the Cashier longed out at Gwen, closing the cash machine with a dinging thud. Peter grasped his coffee and stormed out of the queue, left hand shoved into his deep Hoodie pocket. Gwen thanked her and took her coffee in both hands, following Peter to a small table in the corner. She could feel the eyes of all the queue goers searing into the back of her head.

He was already sat at a table, swirling his finger along the coffee cup's brim, steam whirling with his finger tip. His dark blue hood was pulled up over his long hair. His eyes flicked up at Gwen quickly, and then back down in shame. She sat opposite him in their little quiet corner, eyeing him softly, both hands around her cup.

"Hey...what's wrong?" She asked gently, leaning forward. He slapped his palms on the table weakly and rubbed his bottom lip over his top one, shrugging as his eyes scanned the shop.

"I didn't have two cents." He bobbed his shoulders, looking at her with red puffy eyes; her green eyes so full of care that it made him feel guilty for not telling her the truth. He huffed and dropped his lame defense. "The night...The night Uncle Ben died, I was out. I went to this-this small shop, and I wanted a drink. I went to buy one, and I-I didn't have two cents." He sighed. Gwen struggled to connect the dots, but Peter continued.

"He wouldn't let it go; I mean its two damn cents! Not really gonna affect the profit margin. The guy...the guy..." Peter took a deep inhale and shook his head. "Whew...the guy who shot Uncle Ben-

_Star tattoo on his left arm, long greasy blonde hair, unshaven wisps of bristly hair, stench of alcohol, blacked out glasses over his dead eyes._

Peter snapped back to the gorgeous pale face of Gwen across the small table from him, calming him as he got lost in her evergreen eyes. "He was behind me in the queue. He...he threw me the Milk...I accepted. When he robbed the store, I never helped." Peter shrugged, shame plastered over his features.

"He then went out...and shot Uncle Ben. My Uncle died because I didn't help stop the guy...because of two _damn_ cents and milk." He sighed, dropping his head in shame. Gwen didn't speak straight away, making him nervous.

"It's not your fault." She finally said before sipping her coffee. Peter peered up at her.

"What?" He mumbled.

"You had no idea, and that store owner...yeah, he was a jerk." She nodded, face scrunched in disgust. Peter scoffed a faint laugh, and Gwen had her edge in. "I mean T-Bone? What is he, a dog's chew toy?" she joked, making Peter laugh, a smile on his lips. Feeling her mission complete, she reached her hand across the table and waited for him to respond. He smiled softly, sliding his hand into hers, as if squeezing soft delicate silk.

"Thank you. I don't deserve it, but...Thank you." He sighed, smiling at her. She leaned across the small square table and enveloped his lips with hers in a warm, soft kiss. Her hair softly stroked against his cheek and she peeled back, eyes set on his.

"You _do_ deserve it." She warmly beamed. Quick to change the subject, Peter cleared his throat.

"Let's table this for now, and have a nice time, yeah?" he smiled at her, cocking his head to the side. Gwen scoffed and over exaggeratedly nodded.

"I can do that." She grinned.

"Thank you Gwen." He softly spoke, sipping his hot coffee.

"Saaaaay it..." She hummed, beaming at him. His cup slowly lowered, his lips frozen in a pursed position, trying to think of what she means. She raised her eyebrows at him. He smiled and leaned forward.

"Thank you, you're the best, I love you." He whispered gently. She giggled and kissed him on the lips, savoring the taste, the emotion, the happiness. He smiled mid kiss, feeling his lips firm and crease against her soft mouth.

"Love you too." Gwen smiled. Peter sipped his Coffee again. After a moment of silence between them, Peter spoke.

"So...How's work going at Oscorp?" He asked. Gwen shrugged while pouting in thought.

"It's pretty quiet actually. Yeah, We've cleaned up all of Connor's mess and destroyed all of his research and trials." she explained, sipping her coffee. Peter nodded and rubbed his brow, once again feeling guilty for having helped Connor's make the formula that accidentally transformed him into a titanic humanoid lizard. But he did stop him, with the help of his lovely sidekick Gwen Stacy, having made a cure to combat Connor's airborne virus.

"Anything new on the agenda?"

"Stem cell research on Brain cells. We're trying to combat Alzheimer's." She smiled, proud of her work.

"Wow. That-that's awesome Gwen." He nodded. "Quite the Brainiac." He smirked at her, sipping his Coffee. Gwen narrowed her eyes at him, tilting her head to the side.

"Oh yeah?" She chuckled in her husky voice, nodding her head sarcastically, lips parted. He shrugged at her with a thinly pressed smile, raising his eyebrows. Gwen laughed till her eyes squinted and she shook her head at him.

"But besides all that, yeah, it's been quiet. What about you? _Daily Bugle Photographer_." She announced, her voice dripping with silvery tones. Peter smiled and swallowed a laugh that bobbed his shoulders.

"Money? good...ish. Being Freelance? Great. Boss? Spiderman hating, cheap, angry man." Peter growled. Gwen gave a half smile at him. "Jameson just..._argh_, you know?" he sighed.

"But other than that...good right?" she said in a tremulous tone. Peter rolled his eyes and nodded. "Oh come on, you take a couple of photos of yourself all...you know..._dressed up and Spiderish_..." she whispered across the table. "...Then give it to him and accept the money!"

"Yeah...I guess." He shrugged with a smile to her. Gwen chuckled and peered around at the shop to the door. Inspiration arrived, as an idea hit her.

"Come on, shall we go see the tree in Times Square?" She smiled, getting up and gesturing towards the door with a head tilt. Peter chuckled and couldn't help the genuine smile on his face.

"Sounds great." He nodded, getting up, sipping his coffee and offering his arm, which Gwen snuggled under, against his torso. He and she headed out of the shop and down the biting cold street of night time New York.

After a while they both started walking independently, both of their hands deep in their pockets. Discarded coffee cups slung in a dustbin and only the night ahead occupying them. Her curled long hair fell over her shoulders after each billow of cold wind. Peter turned his eyes and admired her.

There was so many ways to say it: Gwen was beautiful, drop dead Gorgeous, stunning, so many options. He smiled at how this absolutely fantastic woman with a great sense of humor, stunning looks, amazing figure, and brilliant personality loved him. He was a lucky guy, and he knew it. He took his right hand out of his pocket and held it by his side as he walked the curb alongside his girlfriend.

Before too long, warmth filled his palm and he smiled, looking to his side to see Gwen's fingers intertwined with his. He pulled his hand towards his torso, Gwen with it, and with a fit of giggles she bounced off his shoulder. His thumb run along her soft knuckles and a wave of pure bliss enveloped him. Sure he felt guilt everyday on from Uncle Ben's death and from Captain Stacy's, but right now, he was happy. Happiness was a rarity for Peter Parker, and now that this ray of blonde haired beauty had lit up his life, it was becoming more common.

"Hey, look...I'm sorry-the coffee shop. Sorry about all that." Peter sighed, rubbing his brow with a free hand. Gwen squeezed his hand and looked at him with a smile across her pale smooth face.

"Don't be."

She rested her head on his shoulder and sighed contently as they rounded a corner to see the huge expanse of Times Square. People filled the Square but there was still plenty of room to manoeuvre care free. In the center was a massive pyramid of Evergreen, laden with dustings of snow, bright multicolored lights and rotund shiny baubles. The huge Christmas tree reflected speckles of rainbow lights onto the shimmering glass of the maze of skyscrapers, like galaxies of color swirling in the breeze.

"This is gonna be a much better Christmas than I thought it'd be." Gwen said quietly as she hugged his arm. They came to stop by the frozen hand railings under the titanic tree of light, leaning their backs along the cold metal. She slid from Peter and stood on her own, looping her foot over the other as she crossed her arms and lent against the rail. Peter stuffed his now free hands in his pockets and peered at her with a lop-sided grin.

"Wha-what d'ya mean?" Peter asked, admiring her golden veil of hair as the Christmas tree lights seemed to give her an alluring glow. Her eyelids batted and she peered up from the floor at him, shrugging.

"I thought I was gonna be alone."

Peter sighed and his smile faded to a frown of guilt. He forgot about how he pushed her away, courtesy of her Father's dying wish. How she'd turned up on his door in a maelstrom of heaving rain, mascara running down her soft cheeks in rivers of upset. How she'd asked him why he wasn't at the funeral, and how he'd told her he couldn't be with her. But Gwen wasn't stupid, and she saw the truth instantly.

"I'm sorry." Peter mumbled, peering up at her and licking his lip once. Gwen adjusted her beanie hat and ruffled her hair, looking at him intently. "I'm sorry I did that to you." She smiled warmly and slightly sadly, looping her fingers with his. She never said it, but the gesture alone told him she forgave him.

Quick to keep the night full of joy, he clicked his fingers and brightened his expression, startling Gwen with the sudden emotion flip. "Okay-okay, how about I make it up to you...Christmas Eve?"

"What'd you have in mind?" Gwen giggled, biting her bottom lip and widening her eyes on his face. He shrugged and looked around at the bustling people.

"Surprise." He smirked at her, Gwen rolling her eyes but chuckling gently.

"You _know_ I hate surprises!" she softly thumped his shoulder, Peter laughing at her.

"That's the fun of it!" he smiled, the happiest he'd ever been. Gwen sucked in her laughter at the beeping in her pocket. She growled and pulled her phone out, gulping at the caller I.D.

"Uh oh...Mom." She winced, lifting the phone to her ear, curling a curtain of blonde hair out of the way. She inclined her head towards the phone and rested her right arm across her chest and under her left elbow, sighing. Peter smiled at her and turned to look upon the huge glimmering tree.

"Hey Mom I-...what? N-no, I'm not out on a date! W-why? Mom, Peter _was_ nice to me...No he did not _dump _me!" Gwen animatedly shouted at her phone, pacing slightly. Peter sighed and lent his elbows on the railing. To know even her mother hated him for what he did hit home right in the heart. He drifted out of his self loathing to hear Gwen arguing.

"Grrrah! I told you I am not on a date! What? What do you mean? No Pe-he-Can I just-Mom!" Gwen moaned at the mobile in her hand. Peter smiled at her, all of her many emotive expressions. Her crumpled button nose and scrunched brow, flaring eyes and snarled lip. Even angry she was adorable.

"Fine! We'll talk about it tomorrow! When will I be back? Why?" Her eyes snapped wide and she lifted her sleeve sharply, astonishment on her face at the angle of the clock hands.

"One in the morning?! Uh, I'll be home soon. Bye." She sighed, hanging up. Peter smiled at her, hiding the boiling laugh he wanted to chortle at her pouting lip, frowning eyes and scrunched nose.

"Argh, Mom's going to kill me!" She huffed, staring at her feet. Peter stepped forward and brushed his fingers through her hair, making her look up. His fingers grasped the brim of her beanie hat and slowly pulled it down, Gwen raising an eyebrow.

"Let's just cover...this...frown." He said, pulling the hat down over her eyes, nose and finally lips. He heard a chuckle inside and she quickly pulled the hat off, ruffling her windswept locks. She quickly lunged forward, pulling that hat down over Peter's head in one quick motion, his face hidden behind cotton.

"Come on, I'll take you home." A muffled voice said within the hat, Gwen giggling. Slowly Gwen stepped closer. She pulled the hat lip up slowly up to his nose and softly kissed his lips. Her lips gently merged over his top lip and she kissed him passionately. The taste of her was intoxicating; the smell of her lavender skin and hair, all of it sent waves of crashing ecstasy enveloping his fluttering heart. Nobody but Gwen could melt his knees like this. Slowly she peeled away, both panting for breath.

Peter ripped the hat off his head and set his wide eyes on her. "Okay, we need to do that again! B-But me in my Spidey gear, upside down...in an alley."

"Keep dreaming Bugboy." She rolled her eyes and took his hand, leading the love struck man away. "Now take me home!" She giggled. Peter obliged, striding off with her into an Alleyway and soon swinging high above the city from a stream of Biocables, Gwen latched to his chest tightly. The cold air licked her face and ruffled her long blonde hair.

She peered down passed her feet at the disorientating vertigo of streets and speckles of car lights. She peered up at Peter, who was concentrating on gently swaying from Biocable to Biocable with a swoosh. She had her arms wrapped around his neck, so she used her arms to pull herself up and peck his cheek. He peered at her and smiled.

"Thank you." She sighed contently, lightly enough to just be heard. He smiled happily and continued his stride of swings.

Finally they landed atop the frozen fire escape by her window with a gentle thud. He shimmied her window open and let Gwen fall in gently. He stepped in and shut the window behind him, blocking the howling cold winds.

"So umm...I'll see you...Christmas Eve, yeah?" Peter stammered, rubbing his neck. How could a man who swings on cables across the New York skyline get flustered this easily? The blonde beauty Gwen Stacy seemed to have that power.

"Yeah...sounds great...what little I actually know." She deadpanned at him. He gave a big toothy grin and Gwen burst into giggles. "See you then, I guess." She shrugged with a sigh. Peter leaned forward and met her lips with gentle passion. Gwen wrapped her arms around his neck and deepened the lip smacking, Peter raking his hands through her hair.

"Gwen? You home?" sounded the mothering voice of Helen Stacy. Gwen and Peter parted with a dry whispering chuckled between their barely parted lips.

"Can't get five minutes..." Gwen whispered with an eye roll "yeah, I'm home!" she shouted, Peter wincing from the sudden volume change.

Peter's spine tingled and his cerebrum jolted with a warning. All his nerve ends seemed to sizzle and all his senses enhanced. His spidey sense had kicked in. Just as the door handle to Gwen's room began to slowly twist, He shot a web behind her armchair and pulled, sliding across the carpet floor and hiding behind. Gwen quickly pulled her grey sweater and under top off, revealing her pale creamy skinned toned stomach and black bra.

Gwen's Mom opened the door and Gwen made a Shakespearean act of covering her body. "Mom, I'm getting changed! Knock, jeez!" She feigned disgust on her scrunched up face.

"Oops! Sorry Gwenny!" She closed the door sharply. Gwen pulled her white top on and sorted her hair, looking out the corner of her eyes at Peter's face, chin resting on the arm rest.

"Go to acting school for that one?" He gave a lop sided grin. Gwen stuck her tongue out at him and straightened herself up.

"Shut up, and stay put. _Capisce_?" She hissed, pointing at him as she neared her door. Peter raised his eyebrows and slowly reeled his head down behind the chair. Gwen huffed and turned to the door, opening it halfway.

"Hey Mom! Sorry I was so late." She over exaggerated each word, hands sandwiching the door.

"It's...okay. Was somebody in there with you?" she tried to look passed Gwen into her room but she blocked the view.

"Wha? Pfft, no! Of cour-no!" Gwen overacted. Helen raised an incredulous eyebrow and tapped her foot, arms crossed. Gwen drummed her fingers on the door.

"So...I'm gonna go to bed Night!" Gwen said brightly and incredibly fast, slamming the door, leaving Helen gobsmacked. She shook her head and sent herself off to bed, still questioning her odd daughter.

In her room, Gwen turned and frowned at Peter sat in her spinning chair, tapping away at her computer. She huffed and crossed her arms, drumming her fingers against her biceps.

"What are you doing, Parker?" She said.

"You look good." He gulped, avoiding her eyes as his blush deepened, staring at the computer screen. Gwen raised an eyebrow that quickly shifted to a look of shock. She had just removed her shirt in front of him.

"oh...yeah. Well you know, you go to the gym, eat right, look after you bod-

"Here, in this photo of the debate team, remember when I took that?" He said, pointing to her monitor.

"Oh...I thought you meant...never mind. Thank you." She walked over and rested her arms on the back of the seat.

"You looked incredible a minute ago." He mumbled, Gwen shaking her head but smiling at the compliment. "You always look incredible." He continued to mumble, scrolling through photos. She leaned forward and kissed his ear.

"Thank you." She smiled in his ear. "What are you looking for?" She asked at his fast scrolling.

"Nothing." He shrugged. "Just you know...scrolling."

"Well stop. _I _have to get to bed." She huffed, walking to her bed and pulling the lip of covers back. Set out in a neat pile was a pair of grey sweat pants and large pale grey t-shirt. He smiled warmly at her and nodded, getting up and grabbing his bag, slinging it over his shoulder.

"I'll umm...see you on Christmas Eve then. Sleep tight Gwen." He smiled, brushing his lips to hers.

"Can't wait." She breathed. He nodded and kissed her once more, then turned towards the window.

"Love you." He smiled. Gwen's heart skipped a beat and she raised her finger, curling the tip, beckoning him over. He obliged. She kissed him incredibly softly and passionately, massaging his lips with hers. They parted and she looked up at him.

"I love you too Peter." She whispered. Peter smiled warmly and they simply held each other for more than five minutes. Finally she gently pushed his shoulders away. "Come on, time to go, I need to go to bed, and so do you." She pointed at his chest. He nodded and made his way onto the fire escape.

"Sleep well Gwen. I'll see you on Christmas Eve." He smiled.

"Yeah...Can't wait." She bit her smiling lip. Peter swung off into the night and Gwen closed her window.


	3. Your Friendly Neighborhood Spiderman

**Chapter 3: Friendly Neighborhood Spiderman**

The next day, Gwen sat at dinner, idly using her fork to flick the gravy dampened Broccoli around the dish. Her head lay on her left palm and her elbow propped on the table. With her hair hoisted up into a messy ponytail and wearing sweat pants and a white top, she'd spent the day lazily watching television and writing her English report, now eating dinner with her smaller family.

A large hole was evident in the Stacy family, her Father's chair empty at the far end of the table. Helen sat in her usual seat beside her Father's and both her younger brothers sat beside her. Gwen was opposite, staring at her half empty plate.

"Gwen, remember that we have to go to your Aunt Sarah's wedding this weekend."

"We do?" Gwen huffed, pouting to herself.

"Yes, we do. It'd be nice to get the Stacy family together again and have a good time. It's a happy occasion and I want us to be there for your Aunt." Helen scolded her blonde daughter. "Simon, Phillip, you are coming as well; we have to go pick out some tuxes for you." Helen pointed her fork at the two younger boys. They both moaned and pulled frowns. Helen chuckled weakly at them.

"Why doesn't Howard have to go?" Simon moaned, shoulders sagging. Helen scoffed and shook her head.

"He's on that Christmas school trip for his year, remember?" Helen rhetorically smirked. The boys huffed as their argument train wrecked.

"Oh, Gwen your Aunt said that you can bring a plus one to her wedding, that'll be fun!" Helen smiled. Gwen's eyes snapped up at her mother across the table. "I was thinking you could invite your red haired friend, what was her name...Mary Jane? She seemed nice." Helen smiled, biting her fork of carrot.

"I want to bring Peter." Gwen blurted, regretting it upon seeing her Mother's face. Her fork lowered slowly and her chewing ceased.

"Wha...what?" she uttered, both the younger brothers watching the events unfold between big sis and Mom, heads flicking left to right as if watching a heated match of tennis. Gwen bit her lip and huffed.

_No turning back now._

"Me and Peter are...we're back together." Gwen shrugged with a nervous smile. Helen's face was unreadable, simply staring at her daughter across the table. Gwen raised an eyebrow and peered at her two younger siblings. Both of them shrugged at her.

"So...You and _Peter Parker_...are back together." Helen mumbled. Gwen nodded with a smile. "Do you like being hurt Gwen?" she blurted, Gwen rolling her eyes and taking a bite of carrot.

"Mom, Peter...we talked through it."

"Pfft, please..." Helen scoffed sarcastically.

"Hey!" Gwen snarled her lip, insulted.

"He broke up with you on your Father's funeral! What sort of man does that?"

"He did _not _dump me." Gwen deadpanned, animatedly biting a piece of chicken, eyes never leaving her Mother's. Helen huffed and shook her head.

"Gwen, look, you are young, smart and beautiful! You can have anyone you want. So why Parker?"

Gwen sat quietly for a few seconds. She'd had enough of her mother spewing vile about Peter. She regretted her venomous stewing to her Mother after their break up, feeling so many emotions that the random wheel of selection landed on anger. She soon enough calmed her anger towards Peter, the man who kept his promise to a dying Father. However Helen, being the overprotective Mother she was, hated Peter for doing that to her daughter.

Helen however didn't know the full story and never could. That Peter - Spiderman - was with George Stacy as he slipped away, that he was keeping a promise to a dying man to keep his daughter safe, even if it cost him his own happiness.

So sure, from her point of view it looked bad, and Gwen could hardly explain that Peter had forcibly sealed a promise to leave her alone. But this was the last straw.

"I _want_ Peter." she shrugged. "He gets me. We have chemistry, we have history, we're happy together. Peter's nice to me, he looks after me-

"Gwen-

"_Be-lieve_ me." Gwen raised her palms to emphasize the point. Peter had a habit of following her as Spiderman all through their emotionally draining time apart, like a silent guardian. Gwen shook her disgusted head at her Mother's barely acknowledging expression. She scrunched her nose like a bad smell had lingered into her nostrils, pushing her plate forward.

"You know what, suddenly I'm not hungry." Gwen huffed, dabbing her mouth with her napkin. Helen sighed and rubbed her brow.

"Gwen, I'm just-

"No, you're not...I-I don't wanna talk about this anymore." Gwen shook her tired head. It was so tiring arguing with Helen Stacy.

"I don't want you seeing him anymore. It's for your own Good Gwen." Helen said – snarled. The action completely blindsided Gwen, making her stagger, and her huge green eyes began to sting profusely. Simon and Phillip gulped. "Gwen sweetie, he hurt you, I saw how..._broken,_ for use of a better word, you were honey. I...I don't want him putting _my daughter_ through that again."

Gwen shook her head and tried to gasp to herself, her mouth formed into an almost gagging expression as she fought back the tears. She left the table and quickly paced to her room down the hall, eyes tearing up at the situation and the photo on the wall. Helen sighed and rubbed her brow, both Simon and Phillip dead silent. Gwen slammed the door to her room and sighed, wiping the tears pricking her eyes with her palms.

...

Sunset over New York: It can't be beat; the auburn sun dusting the horizon in sparkling gold light, a canvas of watercolor behind it, purples and pinks, oranges and red, all merging into one indescribable color, the sheen of color licking the forest of skyscrapers with the musical hum of car horns, Christmas tunes and thousands of voices, a few flurries of snow falling up past my chin to my brow.

_I should probably mention the fact that I am currently upside down on the tip top of the Empire state building, but hey...I'm Spiderman! _

Peter turned his masked gaze from the upside down reflection in the mirroring glass and arched his head upwards, peering up at the sky of tarmac and yellow cabs. A humming sizzle hit his nerves and his brain enhanced all of his senses. His large white eyes of mesh and fabric widened at the street.

"All units, we have a robbery in progress. Armed assailants are attempting to flee via... Dump truck." Peter heard the female dispatcher speak over the police scanner. He watched the muffled commotion of crashing cars and car horns as a massive yellow dumper truck slammed through the standstill traffic, flashing red and blue lights in pursuit.

"No place like home." Peter huffed, pulling his suction cup like hands from the glass and falling from the tower towards the ground below. The free-fall sent chills of cold air whipping across his spandex skin and rippling the tight fabric. His hands pressed to his side and legs tight together made him dive faster, terminal velocity achieved. The cold air sunk through the fabric of his mask and cooled his hidden skin.

As he reached the tenth floor of the Empire state building on his fast track way down, he lifted his arm, aimed his wrist and shot a Biocable across the skyline, sticking to a nearby brick structure. He pulled himself up out of the dive, feet held out in front of him and both hands on the cable. His feet skimmed the tarmac and he barely avoided clipping wing mirrors. He swung from cable to cable through the streets of Manhattan, smiling to himself as he heard onlookers shrieking "Spiderman!"

Soon enough he saw the parted sea of smashed cars and debris, the massive Dump truck crushing its way through Manhattan. Sirens blared in pursuit and the closer Peter got, the crackling gunfire rattled louder. He swung up from the cable, releasing and somersaulting through the air, leveling back out and shooting two webs to nearby street lamps. He pulled on the stretchy cables and slingshot himself forward, flying over the police cars, rolling his body through the air almost in slow-motion as bullets whizzed past him. To stop gravity from pulling him to the ground, he shot another web and swung by the Dump truck, seeing the driver and two other armed robbers, all wielding Kalashnikovs.

He swung up over the truck, latching to another web. Suddenly, a vibration in his tight pocket jolted him. He reached in with a free hand and pulled his phone out, flipping it open.

"Y'ello!" He said swinging across Manhattan with a free hand, eyes still latched onto the unstoppable truck, crushing traffic. Then he heard sniffling and crying on the phone, making him stop swinging and latch to a wall.

"Gwen, what's wrong?" He asked softly. She continued to gasp and cry. "Hey, hey slow down- uh oh!" He quickly pressed his palms to the wall and pushed himself off the wall as a spray of bullets cracked the bricks like brittle clay. He tilted his head and wedged the phone between his shoulder and masked ear as he swung to avoid the bullet fire.

"My Mom is _such_ a _jerk_!" Gwen heaved.

"Can I err, call you back honey?" He winced, ducking and swinging past Automatic gunfire.

"I-Is this a-sniff-bad time?" She croaked.

"No-no, no-whoa!- of course not-jeez, watch the suit!" like having two personalities bickering, he tried to avoid gunfire and annoying his upset girlfriend.

"I-sniff-can-sniffle- call you back." She whimpered. Peter sighed and swung up over the truck, the robber on top reloading his rifle.

"No, you're upset, what's wro-uh-oh." He narrowly avoided another spray of gunfire that doused the nearby buildings and glass windows. "Yeah, I need to call you back, sorry Gwen."

"It's...its okay." She sighed, hanging up. Peter growled and stuffed his phone away, now fully concentrating on the dump truck that was smashing its way through traffic. He released the web sling, using the momentum to somersault through the sky and cold winter air.

"It's your _friendly_ neighborhood Spiderman!" he cheered, swooping over the truck. "Wait...or is it..._Your_ Friendly neighborhood Spiderman? Your Friendly _neighborhood_ Spiderman? No...that's not- whoa!" He swung around the truck narrowly missing AK-47 gunfire.

Suddenly his Spidey sense flashed and he peered up at the next Junction. As if seeing the future, his mind slowed time to an hour a second and it assessed the situation: A group with small children crossing the road, hand in hand, a bus of pensioners slowly idling towards the junction from the left, and the Dump Truck hell-bent on escape. Almost instantly, Peter knew what to do, swinging up over the dump truck and towards the Junction.

With seconds to spare, he swooped down, webbing the mother in front's hand and pulling her to the curb, the train of children holding her hand pulled back with her. He landed on his feet and shot two webs into the backs of both the other family members, pulling them back to the curb just as the huge wheels of the Dump truck crushed the crossing.

"Thank you." The mother wheezed, Spiderman nodding as he lunged up and into the air via webbing. He saw the bus inches from the Dump truck and leaped onto the side of the truck, punching through the glass of the cabin and pulling the steering wheel to the left, sending the massive truck rolling past the bus. Crisis averted. "Your friendly neighborhood _Spiderman!" _Peter whooped.

"You need to pay attention to the road!" Peter commented, shaking his head at the robber. The tattooed and scarred man lifted a pistol up to Peter's masked face.

"Oh no! My second biggest fear, small guns!" Spiderman sarcastically pretended to be afraid, overacting in shielding his face. Quickly he slung a web to the gun and pulled it up and out of the criminal's hand. Astonished, the man watched his chrome gun skip along the pavement.

"You know how much trouble you've caused? Not only did you destroy half the city, but you made my girlfriend pissed at me!" Peter looked up sharply at the other robber aiming the rifle at him. He webbed the curved magazine and pulled it clean out of the gun, swinging up over the man and clattering the gun mag against his head, knocking him out cold. He fell into the massive tray of the dumper.

Peter turned and saw the third gunman wielding another rifle. "Hands in the air!" the man snarled. Peter shot his red and blue clad hands up and surrendered.

"And wave em like you just don't care?" Peter said with a hidden smirk as he shot two webs to the man and latched them to the passing lamppost. The man cried out as he hung from the lamp, struggling in the webbing.

"One left." Peter sighed, walking across the Dump Truck roof and punching through the cabin ceiling, pealing the metal apart and pulling the assailant out from the steering wheel, the truck grinding to a halt. Police cars boxed the massive truck in and lights flashed all around in the dying light of day.

Spiderman webbed the driver and the unconscious assailant to the truck wheels, the other man being pulled down from the lamppost, eight huge bags of money at the truck's rubber Tyre feet. By the time the police arrived, Spiderman was long gone, swinging off into the city.

...

He landed atop the fire escape with a gentle thud. Peering through the frosted glass, he pulled his mask off and tapped his knuckles on the glass. Moments later the window lifted and he was met with a red puffy eyed Gwen, mascara running down her cheeks. Her hair was ruffled and she was wearing her baggy grey pajama clothes.

"Hey..." Peter whispered gently, rubbing his thumb across her cheeks, wiping them clean. She smiled weakly and stepped back, allowing him access to her room. He shuffled in and set his rucksack down by her chair. She watched as he turned his back and unzipped the bag. Eager to see what he was hiding, she peeked round his side, seeing nothing but a chrome zipper clinking.

He spun around and held his hands behind his back. A playful smirk on his face made her chuckle and wipe a pair of prickling tears from her eyes.

"Pick one." He whispered softly. She sniffled and wiped her eyes clean again, focusing on his face.

"W-what?" she managed. He shrugged his shoulders and eyebrows.

"Pick a hand; Left or right." He smiled. She scoffed and sniffled.

"O-Okay...erm...I pick..." She sniffed, waving her accusing finger around, till finally she settled on a choice and pointed. "Left."

Peter nodded and pulled his left hand around from behind him, a flash of deep red that livened up her glum room. A huge bouquet of red roses appeared before her in his outstretched hand. The scent of their perfume petals made her heart skip a beat and she accepted them gratefully, nuzzling her nose in the petals. Gwen took a deep inhale, her nose on fire with the ferociously powerful rose scent.

"Awe...thank you Peter." She said softly, watery eyes set on him.

"Right hand?" He smiled, shrugging again. She smiled widely and hugged the roses to her chest, nodding towards his hand. He pulled his right hand out from behind his back, in his grip a box of luxury chocolates. She mouthed an "Aww" and lowered her shoulders, peering up at him with love.

"Thought I'd give you a visit, not a phone call; what's wrong sweetheart?" He asked softly. Gwen smiled and sniffled at the kind words and gifts, happy he was here. She huffed and set herself down in the office chair, staring at the roses in her hands.

"My Mom...she...she said I can't see you anymore." Gwen shrugged, teary eyed. Peter's eyes widened and he swallowed over the lump in his throat. "...said you hurt me really badly, and that I can't go through it again." She mumbled, avoiding Peter's gaze.

"Oh...I...I..." Peter gulped. He rubbed the back of his neck and gently placed the box of chocolates on her bed. He wet his top lip with his bottom one and took a deep shaky inhale through his nose, his heart palpitating. "Sorry...so, so, sorry...god..." Peter huffed to himself, pacing on the spot. Gwen peered up at him, blinking the tears off her long lashes.

"Why are _you_ sorry?"

"I hurt you...It's _my_ fault." He sighed. Gwen's eyes watered and her lips trembled.

"No...No, don't do this again, you _can't_ do this again! You can't leave me _again_!" Gwen heaved. He dropped to his knees before her and rested his hands on her thighs.

"Hey, hey I'm not going anywhere, okay? Gwen, look at me." He said so softly, so gently it soothed her ears. Tears pattered on the red petals in her lap and she sniffed, looking up at him with sharp gasps. He wiped her eyes clear with his thumbs, running his hands along her cheeks and cupping her chin. "I am _not_ going anywhere, okay?"

"O...Okay." She hiccuped. He smiled and rubbed her cheeks, Gwen smiling weakly. "But my Mom, she won't let you near me."

"Romeo and Juliet, huh?" Peter rolled his eyes, Gwen chuckling very faintly as a few stray tears dripped over Peter's fingers. He nodded quickly, almost comically as he licked his dry lips and shuffled on his knees. "Okay-okay, what if I...what if I come over one day and...explain myself." He huffed, taking a hand from her cheek to rake through his thick hair.

Gwen peered up at him, wide eyes glassy with tears still. "Y-You'd do that? H-How?" She asked, sniffing as she straightened up and tidied her hair, wiping her eyes. Peter sat back and huffed, shrugging.

"I-I can't tell her the truth, Gwen, I can't. I can't tell her I was there as...as...He made me promise... to stay away, but I can't, I can't stay away from you!" He whispered loudly, almost a hiss. Gwen sat wide eyed. She knew he felt that way about her, but to hear him announce so powerfully that he _physically_ can't be away from her.

"Then we tell her something else, I guess."

"You deserved better." Peter mumbled. Gwen nodded.

"Yeah, something like that." She shrugged.

"No...That's why I did it, besides the promise. Y-you deserve better." He shrugged, avoiding her gaze. She lifted his chin.

"I've got better. I've got you." Gwen smiled, pressing her lips to his. He savored her taste; despite her tear wet cheeks rubbing against his as they crushed their lips together. Slowly they peeled their swollen lips away and panted for air, inches apart. She rested her forehead against his.

"I'll get changed." He chuckled, peering down at the red and blue spandex suit he was clad in. Gwen chuckled an airy laugh and pulled her head away from his.

"Mom went out a few hours ago. You can get changed in the bathroom if you want." She smiled as he stood up, grabbing his rucksack. He nodded and thumbed over his shoulder to her door.

"Down the hall?"

"On the right." She smiled at him happily, her eyes free of tears, though still red and puffy. He nodded once and opened the door, padding quietly to the bathroom, careful not to wake up her brothers. Gwen shuffled from her chair to her bed, a slight bounce on the springy mattress. She smiled a toothy grin at the box of chocolates and flowers.

_Extra boyfriend points, Bugboy!_

She flipped the lid off and removed a round chocolate between finger and thumb, biting into it. She savored the taste of sweet nectar and looked up at the bedroom door, awaiting her loving boyfriend. Her heart raced and she smiled genuinely for the first time that day.

...

After a while he returned, pulling a white T shirt over his broad torso. As the neckline of the shirt pulled down over his head, his hair ruffled and frayed into the mess that was Peter Parker's hair. Gwen giggled gently with a sniffle and bit into another Chocolate.

"Hey, I wasn't supposed to see you till Christmas Eve!" Peter huffed, rubbing his face. Gwen pouted an "Aww" sarcastically.

"Okay...well I guess this doesn't count. Think of it as a...service." She shrugged, happy with the excuse. Peter scoffed and shook his head at her.

"A Service? w-what like a prostitute?" Peter chuckled at Gwen almost choking on the chocolate thanks to the rising laugh he had put in her throat. She gulped it down and let herself laugh, a sound that was like pure gold to Peter.

"God, you suck!" she said, coughing still from the almost choke attack. He plopped down on the bed beside her with a bounce, Gwen shaking her head at him, unable to hide the smirk. She gave him a playful shove to the shoulder, Peter rolling away slightly, rolling back and wrapping his arms around her. Gwen erupted in a fit of giggles and had no choice but to roll with him as he pulled her.

"Peter!" She laughed as he hugged her to him. They both rolled off the bed to the carpet floor with a thud, still laughing hysterically in each other's arms. They soon calmed and stifled their laughter as to avoid waking her brothers. Their laughter all but died and their panting soothed to calm yet nervous breaths. With her lying on top of him, both lost in each others vibrant eyes, there was only one way this embrace was going to end as she brought her lips down on his, melding with one another, hands roaming over each other.

A growling moan in Peter's throat rumbled and she pealed her lips off his, eyes opening to meet with his. "Thank you." She whispered, sliding her hands up his shoulders and behind his head. He smiled and kissed her nose gently.

"No problem." He smiled, hugging her tight. Her blonde hair tumbled down her shoulders and onto his. They lay like that, her on top of him on her carpet floor for ages. He played his her hair, her hands smoothing down and up the nape of his neck. Blissful silence was comfortable between them. Gwen shifted and smiled at him.

"So...you like Weddings?" Gwen asked. Peter's eyes snapped wide.

"W-w-w-w...Why? He mumbled. Gwen scoffed and rolled her eyes.

"Not us, you eight legged freak!" She cackled at his frown. "No, It's my Auntie's. It's at the weekend and the whole reason for the fight with my Mom was because I said that I wanted...to take you." Gwen gulped. Peter nodded and licked his dry lips as he traced circles along the small of her curved back.

"You want to take _me_?" He asked incredulously. Gwen shook her head with a scoff.

"Well, _duh_!" she stuck her tongue out the corner of her mouth and made herself go cross-eyed. Peter laughed at her ridiculous face inches from his.

"I don't want to start some kind of family war." He muttered.

"You won't. Please, I need to have some fun at this thing and it'll be sooo much better with you there." she begged.

"But your Mom?"

"Aww, please? Please, please, pretty please." She said between light kisses to his neck and jaw. He sighed and chuckled.

"As long as I don't get lynched by the Stacy's." He mumbled, hugging her tighter.

"Yay! This is gonna be so much fun. Oh...You'll need a suit." She said, patting his chest as she sat up off of him. He opened his mouth but Gwen beat him to it. "...and not your Spidey suit!"

"You're telling me this now?" He sighed, propped up on his elbows. Gwen shrugged, perched on her knees looking down at him. "Okay I'll see if Aunt May has one of Uncle Ben's old suits." He ruffled his hair. Gwen smiled.

"Thanks."

"No problem." he swatted a hand.

"For everything. You really came to my rescue today." She warmly beamed. He sat up and pressed his lips to hers softly. They pealed apart and looked upon one another.

"Spiderman will always come to your rescue." He smiled. Gwen shook her head.

"I didn't say Spiderman. I meant Peter Parker." she softly spoke. He smiled and captured her lips again. They both intensified the kiss and soon enough they both fell back to the floor, hands sliding over one another and lips meshing together in loving passion.

* * *

**Author's Notes: I know, I'm a big old softy! Hope you enjoyed! Next chapter should be interesting. Stay tuned and please review guys, I love to hear from you, even if it's a word or two. Gives me the inspiration to carry on this story! - Dave**


	4. You are mine and I am yours

**Author's Notes: New Chapter! Enjoy guys it's a long important one. Hope you like ;)**

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**Chapter Four: You are mine and I am yours**

Peter huffed in defeat as he let his neck muscles loosen and gravity pull his forehead down to the desk with a thump. Bunched up around his feet and the plastic wheels of his desk chair was his Spiderman suit. It was the same suit he wore when fighting Curt Connors during his lizard metamorphosis and Ganali attempt to change the genetic makeup of humans, tailored to the cold blooded. He'd thanked Gwen immensely for her bravery of staying inside OSCORP tower despite the Lizard being there too – and despite disobeying what Peter told her to do - , and for developing a cure for his bio-chemical weapon. She was amazing.

He lifted his head from the table and stared down into the eyes of his Spidey mask. The golden reflective lenses were chipped and cracked, the honeycomb pattern within them dashed and split. The red scale-like fabric was torn and frayed, even charred in some darkened spots. The blue was beginning to tear away from its seams, and the sculpted black spider on the suit's pectorals was slowly peeling off. Needless to say, the suit was on its last legs. He needed to make a new one, a better one.

The miraculous irony of Peter Parker was that he could build small compact Biocable slingers for both wrists, yet had trouble grasping the concept of stitching. It was a miracle the suit survived the combat with Connors, let alone the months afterwards, fighting criminals with knives, guns and even rabid dogs.

Peter scooped up the mask and sighed, running his finger tip along one of the chipped lenses. He held the mask tight and stretched it slightly, looking at the black webbing patterns peeling off the red spandex.

He needed help, but couldn't ask Aunt May. He shuddered at how that conversation would go.

_Hey Aunt May, can you help me fix my Spiderman suit?_

_What?! _

He ran a hand through his long hair and puffed air from his dry lips. Dropping the mask on the desk face down, he got up from his chair quickly, leaving it to spin a few times on its hinge. He picked up his suit, holding it up before him. The bright light from outside the window seeped through the holes, tears and rips across the red and blue suit. Like dust filled fingers of light, the beams poked through the suit revealing its worn sorrowful state. He could only ask one other person, and he said once again that he'd see her on Christmas Eve...which is tomorrow.

He gulped and sighed, shaking his head. He needed a new suit, and Gwen was smart, brilliant and definitely good with designs.

A few weeks after developing his new found Spider powers, during English class, he peered over Gwen's shoulder and saw her idly sketching away at the corner of her pad. She was distracted, which was new, since Gwen Stacy always paid attention.

By this point Peter was still on the hunt for Ben's killer, donning a red balaclava with sunglasses as his disguise. He narrowed his eyes at the small Biro drawing of a red and blue man. Something about it stuck and he left school that day content on the design for his new suit, his new persona...the face of Spiderman.

Back to the present, he flung the now ruined suit on his bed and flicked open his phone. He clicked a few buttons and before too long had the phone pressed to his ear.

"_Come on, come on, pick up, pick up, pick up..."_ he whispered, almost mimed.

_One dial tone, two dial tone, three-_

"Peter? What's up?" Gwen asked. He sighed contently with a smile at her soft voice and shrugged, even though she couldn't see.

"N-nothing, just wondering-what are you up to?" Peter tripped over his words.

"Right now? Nothing much. Picked out my dress for my Aunts wedding." she said in a nonchalant tone of voice. Peter grinned and sat on his bed, flicking his free hand at the frayed and ruined spider suit.

"Oh yeah? You like it?" he asked, rubbing the underside of his jaw line.

"Urgh." Gwen mumbled on the line with disgust.

"Urgh? Why urgh?" Peter laughed, falling back on his bed with a smile, phone still to his ear.

"I look like some kind of..._cotton candy disaster!_ Why do the bridesmaids have to where pink, of all colours!" she moaned. Peter cackled and shot a web from under his Hoodie sleeve to the can on his desk, reeling it back and into his free left hand.

"Cotton...Candy...disaster? That's what you chose to go with?" He grinned while his chest vibrated with laughter.

"Oh I'm sorry I didn't have the...the...the dictionary of Cotton candy insults!" Gwen sarcastically laughed down the phone. Peter giggled and shook his head as his grin spread. He cracked the can open and swigged it back, gulping while Gwen talked.

"I'm sure you look beautiful." He said, receiving silence.

"Thank you Peter. But you know how much I hate pink. I hate wearing dresses, let along pink ones!"

"See, I don't get that." He sat up, shaking his head with the phone.

"Get what?" She asked incredulously.

"You don't like wearing dresses. I remember seeing you in that dress you wore for prom. You looked _stunning_."

"Urgh. It hugs my hips too tight!" She moaned. Peter laughed and sighed at her.

"You looked gorgeous Gwen." He took a moment to change the tone of the conversation. "Hey, how'd you think I feel?"

"Whah?"

"Well the Spidey suit hugs _everything_ too tight." He said, Gwen suffering fits of giggles on the phone. He smiled feeling his work was done. Making Gwen laugh was a gift in its own. He sighed and let her laughing calm down. "Hey Gwen, I...I have a favor to ask. A-About the Spidey suit actually." He muttered, setting his can down and picking up the frayed suit, rubbing the fabric between finger and thumb.

"Oh? What's up?" she asked. He shrugged again- even though Gwen couldn't see the response.

"It's in bad shape. Torn, blood stained...just awful."

"Seen better days huh?" Gwen chuckled with a yawn, the sound of her high pitched moan while stretching caught his ear.

"Yeah, you could say that. I was wondering...since I'm no good with this stuff...stitching and fabric..."

"Yeah...?" Gwen spoke softly.

"Y-You maybe wanna come round and help me make the new suit?" He asked, hand drumming against his thigh.

"You want _me_ to help make the new Spiderman suit?" Gwen asked, obviously taken back by the request. Peter nodded, slapping himself mentally for the dumb act of making physical gestures to a damn phone.

"Y-Yeah. I mean his love interest should get a say in it, right?" He smiled, shrugging to himself. He bit his lip and waited for the deathly silence to end.

"I'll be right over!" Gwen said with an obvious smile. He huffed with a content grin and looked at his feet. Between them was a large cardboard box filled with new red and blue fabrics, along with other miscellaneous supplies.

"Great. See you soon. Love you." He said softly.

"Love you too." She said back in that husky smoky voice he loved so much, the voice that could only belong to the one and only Gwen Stacy. The call ended and he fell back with a love struck smile on his face.

Suddenly his Spidey sense flared and he quickly webbed his old suit into his hands and threw it into his closet, kicking the box of new clothes into it with the side of his foot. He webbed the door shut and ripped all the streaks of Biocable down, baling them up in his hands.

Just as the door to his room unlocked he threw the web ball he'd made into the trash can, sitting with his hands in his lap as Aunt May stepped in.

"Peter Parker, what have I told you about leaving your clothes on the floor!" May scolded, hands on hips as a silvery black lock fell into her vision. She adjusted her glasses and bent down to pick up the shirt. Peter picked it up first, limberly bending down before her and holding it to his chest.

"I got it, I got it. Sorry Aunt May." He smiled bashfully. She stood up, him still dwarfing the small woman. She dropped her assault and smiled, chuckling weakly.

"Your Uncle Ben used to say the same thing: "I got it" seemed to be his excuse for forgetting to do anything!" She faintly laughed at the memory. Peter smiled and set the shirt on his bed. "One time he forgot to pick up a loaf of bread – this was years and years ago – and the moment I mentioned getting it myself, he shot up, "I got it, I got it." He'd chant." She laughed gently, Peter smiling at her being happy in memories, even for a moment. "Oh...a great man. Course he'd say "I got it" then come home and-

"He'd forgotten it again?" Peter smiled sadly yet happily to her. She gave a flick of her index finger with a proud smile.

"He'd forgotten it again, exactly. Ah, your Uncle Ben was a wonderful man. I miss him every day." She smiled sadly at Peter. He offered his arms out and hugged his dear old Aunt. She gave him a squeeze and let go, wiping the corners of her eyes gently.

"So do I. Y-You know Aunt May, he said something to me once, that only now am I...you know, understanding." He shrugged.

"What's that?" She sniffed and smiled at him.

"With great power, comes great responsibility." Peter said with a proud smile on his lips.

"He was a wise old thing." She chuckled weakly, adjusting her glasses. Peter puffed air through his nostrils in a faint laugh. The two stood in comfortable silence for a moment, Aunt May's eyes scanning Peter's room. She snapped her vision back on him, his hands shoved deep in his pockets. "Well...I best be off. I have to nip out for a while, you'll be okay?" she asked in a serious tone.

"I'm sure I can manage Aunt May." Peter chuckled at her. She nodded and sighed happily.

"I forget you aren't a small boy anymore. You're all grown up...my hero." She lifted her hand and cupped his cheek. He smiled at her.

"Yeah...I try." He chuckled at her. Intent on changing the mood, Aunt May pat his cheek and lowered her hand.

"Well, I'll be out for a few hours. I'll see you later tonight?" She asked, knowing the answer. Peter shrugged, hands stuffed in his pockets.

"I was thinking of inviting Gwen over for dinner. That cool?" he winced. May smiled happily in the doorway.

"Sounds wonderful. You find out what she likes and we'll do something special."

"Thanks Aunt May. Hey Aunt May?" He asked her, eyebrows furrowed in thought. She looked at him with a motherly compassion. "You think Uncle Ben would be proud of me?" He asked with a gulp.

Feeling guilt over the night Ben perished; Peter always beat his mind black and blue over the idea that Ben would be disappointed. Deep down he knew that wonderful man could never be disappointed in Peter, but he needed to hear it in words. May smiled warmly and even slightly sadly.

"Peter Parker!" Aunt May said sternly, Peter raising his doe eyes. "He always has been, and always will be. He once said, no matter what you choose to do with your life, good or bad...we'd always be proud of you, Peter."

"Thanks. Just...needed a little encouraging." He chuckled weakly, eyeing the floor. May nodded and tucked a silver lock behind her ear.

"We all do sometimes. But never, ever think that."

"I won't again. Thanks."

"Well make sure of it. I'm sure Gwen has her hands full as it is with one of the Parker boys." She chuckled, making Peter laugh. "How is she?" Aunt May asked, stepping back into the room slightly, floorboards creaking. Peter shrugged, wetting his lips.

"She...She's alright. Had a few late night phone-calls with her." He said gently. May raised an eyebrow. "Nightmares." Peter explained further. May nodded suddenly in understanding.

"Oh bless her little soul. A lot to go through, losing a parent."

"I know." Peter nodded to her. May smiled and gave his shoulder a firm squeeze.

"You look after that one. She's a keeper, Peter Parker." May pointed an accusing finger at his nose, making him laugh a toothy grin.

"Yeah, she is."

"And make sure...just...when you both get a little..." Aunt May rambled, trying pluck the right words out of the air.

"What are you...?" Peter raised an incredulous eyebrow.

"I'm just saying, teenagers and their hormones. Gwen is a very pretty girl and-"

"Aunt May, jeez!" Peter huffed at her. She raised her hands in defense.

"I'm just saying, make sure you wear protection."

"Oh god, oh god it doesn't end." Peter slumped to the floor, folding into a ball. Aunt May chuckled but continued her lecture on safe sex.

"I mean, there are other ways to...have fun that don't end in teenage pregnancy!"

"Weren't you going out?" came a muffled voice from the balled up Hoodie on the floor, Peter's knees folded into his chest. Aunt May laughed faintly at him on the floor and bent down, patting his shoulder.

"Just...be sensible."

"Uh-huh." A muffled voice droned back. Aunt May paced out of the room.

"See you later tonight!" she called from the staircase.

"Love you!" He hollered as she wondered out of his room.

"You too!" She called from the bottom of the stairs. Peter stood up from the floor and gently shut his door, activated his mechanical door lock with a whir and pulled out the box of new fabrics and materials, all waiting to become an iconic suit. He lifted the soft and stretchy red fabric, along with the blue, seeing the colors blend together in his hands. He pushed the fabrics aside and pulled out the wad of A4 paper, all having different suit sketches over them.

One of the sketches was of a black Spiderman suit with a large white spider emblem on the chest. Peter felt it was too...alien, as if it had come from outer space. Another design was of a Spidey suit with webbed wings at the armpits. He scrunched it up and threw it in his trashcan. Peter felt that it was too...winged Squirrel looking.

Peter heard the front door shut from downstairs and knew he was now home alone. He felt for Aunt May. The poor woman has to lose her Uncle and almost her own boy. Peter's self destruction after Ben's passing didn't help her at all and he felt guilty for how he acted. He was there for her though from there on, and so was Gwen. May and Gwen seemed to help each other. Gwen helped with Ben, May with Captain Stacy. Peter felt left out. At least they had closure in a way. Peter still had no idea what happened to his Parents. He wanted the truth.

Peter sat up sharply as a jolt shot through his spine. A tingling sensation crawled up his vertebrae, coincidentally almost like a spider on his skin. He quickly grabbed his worn old suit without a second thought, donning over his muscular physique. Despite the rips and tears that his cream skinned muscles bulged through, he wore the battle damaged Spiderman suit with pride. He clenched his fists, activated his wrist web launchers and grabbed his mask. The golden eyes although cracked and chipped were still Spiderman's eyes, and they had seen it all with him so far: Connors, Oscorp. They could see one last outing. He had to know what caused such a sharp tingle to his senses.

He pulled the red mask over his head, a cut along the scalp of the fabric seam letting his puffy hair flay through the small hole. He sighed and walked over to his window, creeping it open and peering left and right. Happy that the cost was clear, he shot a web out to the next building and vaulted out of his window, feeling the cold air lick his revealed skin through the cuts and holes in the damaged suit.

He shot another Biocable and swung to the left, ducking around street lamps. Without the tall skyline of Manhattan to swing around, it was difficult for Spiderman to manoeuvre.

...

He swung upwards and landed on a traffic light, bouncing on the flexing metal slightly. As he perched, his Spidey sense flashed again and he peered down instinctively to the old lady by the side of the road.

"Aunt May." He breathed. He peered up sharply to see the cause of his sharp migraine inducing Spider flashes: A speeding muscle car, roof down and a long blonde haired man at the wheel. He aimed back over his shoulder and let off several loud bursts of an automatic pistol. The Police cars that rounded the corner in pursuit ground to a halt as the bullets rained down on them.

With his eyes off the road and the speed he was going, this lunatic was going to mount the curb and hit Aunt May. Peter leaped down off the light, grabbing Aunt May with a web and pulling her towards him, safely out of harm's way. She bounced against his chest with a scream and he clutched her tight as the car bounced up the curb and sped onwards towards Manhattan.

May stepped back, catching her breath. "Oh...Thank you."

"No problem." Peter shrugged, disguising his voice slightly. "Be careful out there, okay?" Peter said. May nodded with a smile as she caught her breath in her throat. With that, Spiderman webbed to the next traffic light and swung off in chase with the NYPD. Red lights flashed to blue and repeated the cycle.

Before too long Peter was back in his element as the skyline of Manhattan grew taller. He was swinging high above the high octane chase. As he peered below at the vertigo inducing drop, he watched the black muscle car weave in and out of traffic, scraping black paint against yellow on Taxi Cab after Taxi Cab.

Quickly Peter shot two webs, both arms stretched out, pulling sharply on them and flinging him forwards, arms held out at his side as he dived towards the concrete jungle below. He shot a cable last second, attaching to one of the metal trees in this skyscraper forest, swooping down between Taxi Cabs.

The police were struggling to keep up with the speeding escapee, traffic jams blocking all paths. Peter however wasn't affected by traffic. Gunfire on the other hand...

As he grew nearer to the black mustang that was attempted to escape, the man locked onto Peter, aiming his automatic pistol and unleashing a hailstorm of bullets at him. Peter pulled up sharply on the cable, swinging and somersaulting through the air, all the bullets whizzing by him.

He latched another web to a nearby flagpole, swinging with full momentum towards the car. He released the cable and landed with a thump on the back of the mustang, hands digging into the squishy leather flesh of the backseats.

Startled, the criminal peered over his shoulder and then back to the road, the long greasy blonde hair on his head masking his face. "Pull over!" Peter ordered, hanging onto the weaving car that was obviously trying to shake him off. They ran a red light, narrowly missing a few cabs and a garbage truck. Horns honked and tires screeched.

The man at the wheel aimed his pistol over his shoulder again at Spiderman. Peter leaped off the car, somersaulting and pressing his palms to the metal curve of the car trunk. He pushed off and ended up creating quite the distance between himself and the escaping car.

Quickly he swirled through the air, narrowly missing the bullet rain. Before gravity slammed Peter into the speeding Tarmac below him, he shot a web upwards to the side of the nearby tower. He swung up, pressing his feet to a police car hood and pushing up, giving himself some distance from the floor. He shot another cable now he was at a happy swinging height, scanning the city of millions of human ants, yellow cabs masking the back car. Finally his cracked and chipped lenses locked onto the car and he swung towards it. The maniac was getting away, and endangering lives. Peter snarled a hidden lip and lunged upwards, arching his spine as he let go of the cable and began his free fall, launching another cable and swinging upwards again.

"Okay, time to try my new trick...here we go Pete!" Spiderman mumbled to himself as he swung up towards the sky, grey and blue filling his vision. As he reached the optimum height and before gravity hauled him to the ground, he shot two webs, each latching downwards atop to short structures. As the cables stretched and taught, he pulled himself down sharply and reached terminal velocity in seconds, pencil diving towards the car in question.

"INCOMING!" Peter hollered, making the nervous escapee peer up at the sun blaring sky. His sunglasses masked the light to some degree, but not the sight of the silhouetted Spiderman diving towards him. He gasped and gritted his teeth as he raised the gun towards the sky.

Peter rolled through the air and slammed down on the hood of the car with a bang, his knee denting and crumpling the black metal. The man growled in anger and aimed the gun at the windshield, firing through it, bullets cutting the glass to tiny sharp ribbons. Peter rolled across the hood and into the passenger. He sat beside the criminal, startling him.

"You maybe wanna pull over? There's a Starbucks just round this corner, you thirsty?" Peter mocked, resting his arm on the door frame and tapping his other on his thigh, sat comfortable in the passenger seat. The man had trouble keeping his eyes on the road, and Spiderman. With a free hand off the wheel he reloaded the pistol, sliding a fresh magazine in. Peter huffed, at the man struggling to cock the gun with one hand.

"Wanna hand?" Peter said, reaching across and holding the steering wheel with one hand. The man dropped both hands from the wheel and focused on pulling the slider of the gun back with a click.

"See? Wasn't so hard huh?" Peter sarcastically congratulated before webbing the gun from his hands to a passing lamppost.

"Hey!" the man snarled.

"Pee-yoo!" Man, that is a bad case of the beer breath you got there. Wait...you over the limit? Oh _that's_ why the cops want you; nothing to do with the five big old bags of cash in the back huh?" Peter chuckled, shaking his red masked head. Suddenly the man punched Peter in the face and the door flung open, Spiderman falling out and rolling along the tarmac.

Quickly Peter got up and shook his head, shooting two webs onto the back of the escaping car. He shot forward and lunged up into the air, using the momentum of the speeding car to land on the back of the vehicle again.

"Okay, now you've pissed me off." Peter said, leaping onto the back of the driver's side seat, reaching over and grabbing the wheel, turning it to the left. The car screeched and turned wildly. The criminal in the seat flung his head back and cracked it against Spiderman's head. Peter shook his head and continued to lead the car out of Manhattan towards the Manhattan Bridge.

The huge suspended structure of silver metal and iron beams stood tall and broad across the large East river. Just as the speeding car raced onto the bridge, the man swung his arm up and knocked Peter off the car. He shot a web to one of the tall suspended cables and swung around the outside of the bridge, using the moment to time his return with the speeding car. He let go of the web, swinging his body past the thick metal cables and landed with a thump atop the car again.

"I'm back!" Peter cheered; punching his fist down onto the steering wheel and ripping it clean off, throwing it over his shoulder. The man roared in anger and punched widely, each hit missing Peter.

Peter grabbed the flailing wrist and pulled it up. "Now what are you gonna do huh? I got your..." Peter almost went into shock when he looked at the blonde haired man's wrist.

Star tattoo, plain as day in black ink on the wrist. Peter's vision went blurry, his hearing was muffled, only the heavy thumping of his heart rattling his eardrums. He peered over at the man's face. The gritted teeth, windswept hair and cracked sunglasses, he remembered it all. This was Uncle Ben's killer.

"You..." Peter snarled, squeezing the man's wrist till it went pale. The man cried out and slammed his foot down on the accelerator. The out of control car ducked and weaved passed cars on the bridge. Peter squeezed harder and harder till a blood curdling snap echoed from the joint. The man roared in pain and pulled out a flick knife from his pocket. Suddenly all of Peter's smart aleck comments were no more, totally focused in all seriousness on the man before him in the speeding car. Peter reeled his fist back and punched the murderer's face till the head jerked back with blood streaking his nose.

Again and again Peter punched the man, no remorse. Suddenly a vehicle horn blared and Peter looked up to see they had weaved onto the wrong side of the bridge. A bus was inches away and there was no time to move. He'd ignored his Spidey sense warnings, he didn't even feel them jolt and chill his spine.

Peter somersaulted off the car just as it clipped the side of the bus, going upwards into the air. Metal sprayed and the Bus slammed to a stop as its hood was crushed and broken. The mustang somersaulted through the air midst a spray of debris and ripped tire rubber. As the car swirled through the air, Peter slammed into the road and bounced across it till finally coming to a stop, embedded in a Taxi windscreen. Peter rested his head back on the smashed glass and his eyes shut with exhaustion.

...

Peter awoke moments later to the pale light of afternoon breaching his smashed lenses. He groaned and sat up from the car windscreen he'd caved in. He rubbed his forehead, feeling the tuft of hair that poked through the hole in his mask. He peered around and laid eyes on the damaged bus. People were stepping off the bus, holding wounds and cotton bandages to red sticky foreheads. Ambulances wailed in the distance.

Peter got up off the car, landing on his feet with a prickly sensation, like thousands of fiery ants crawling over his legs. He limped over to the smashed Bus. People looked up in awe, some in anger.

"Ah...argh...are you all okay?" Peter winced, rubbing his head. People nodded, some sat together huddled in emergency blankets.

"Could have been worse. Thanks." The driver smiled weakly as he held a red soaked tissue to his nose. Peter nodded weakly and walked through the injured crowd, getting death glares and smiling thanks, a torn group, all with different views on Spiderman.

Peter then saw it: The black mustang upside down and balanced precariously over the edge of the bridge, teetering on the brink of falling to certain demise. The smashed up and crumpled metal of the vehicle groaned and hissed as air breaks and gas escaped canisters and punctured tires. Flames licked and lapped at the dented and sunken engine block.

He limped towards the car, hopping over a hand rail, then stepping over another one, crushed by the somersaulting car. Peter stepped over smashed car parts and torn leather upholstery. Peter pressed his palm against the steel of the last guardrail and hopped over it, wincing as a lick of fire shot up his abdominal muscles. A thick sludge of lactic acid had pooled in his Lat-dominant muscles and biceps.

He limped over to the upside down car that was teetering on its axis. The trunk hanging over the concrete and metal cliff, the hood lifted slightly from the safety of the bridges tarmac. Broken and splayed hand guards and railings pooled around the car as it had smashed through them all. Peter looked down and snarled his lip at the trembling hand that was outstretched from the broken off door of the upturned car, a star tattoo on the broken wrist.

Blonde hair matted with dry blood stuck out from the crushing seats and bags of melted money. The murderer – Uncle Ben's murderer – peered up at Peter through smashed and cracked sunglasses. Peter sighed and looked around, seeing nobody on the bridge but them, all having been ushered off by Police.

"P-Please...t-t-take my hand." The man stuttered, spitting blood onto the floor. the creases in his face and arch of his bony structure gave evidence of heavy drug use, his constant sniffing another sign. He was scum, and Peter was going to have to save this man.

_Uncle Ben wouldn't want this...You're Spiderman, save him._

Suddenly the car slid towards the edge with a metallic groan, the man crying out as he tried to undo the seat belt that held him to the lead weight. The hands of broken metal railings cupped the car over the edge, buying it mere minutes before the weight would snap them.

"Ah, n-no, help me! G-Give me a chance!" he tearfully cried.

"What about Ben Parker, did you give him a chance? Did you!?" Peter roared, fists clenched. The murderer's eyes widened in horror and disbelief.

"W-who?" he stuttered.

"The man you shot down in cold blood?" Peter snarled staring intently through the shattered mask's eyes. The criminal's eyes widened further in shock and realization. This boy, this Spiderman had seen him kill Ben Parker in cold blood, fumbling on the floor to grab a gun that inevitable went off in the good elderly man's chest.

"What does it matter to you anyway?!" the murderer roared as the car slid slightly. Peter ripped his mask off, revealing his face. Large brown eyes now full of hate and fury, piercing his soul. Lips pressed into a snarl, heart palpitating in anger.

"EVERYTHING!" Peter roared. He stared down at the car, seeing the metal hull creaking and teetering over the edge. He stared back at the man stuck underneath it, tethered to the car by seat belt, the irony of it. The man knew him, the kid from the store who couldn't afford his Chocolate milk.

"What are...what are you..." The man heaved as Peter pressed his foot to the car hood. The car tilted upwards slightly.

"N-No, n-n-no!" the man begged as he clutched to the seat belt as the car tipped up towards the drop of death. Peter huffed back the tears of vengeance, pushing his foot harder and finally letting the car tip back on its own.

"No! Stupid Spider! No!" the man screamed as the car fell back and off of the bridge, tumbling towards the river below, his screams echoing. The black shadow on the water raced towards the car until finally they met and a spray of water and echoing bang signaled the end.

Though Peter kept his arm straight and tensed as the Biocable he'd launched over the edge held the man suspended in the air, torn seat belt hanging from his shoulder. The Murderer wheezed and spluttered, gripping to the cable as if life itself.

_But Uncle Ben wouldn't want that. He wouldn't want you to murder his murderer. An eye for an eye make's the world blind. _

Peter roared with agony as he hauled the cable up towards the bridge, along with the blonde haired drug user. Strings of saliva swung across his hissing breath as Peter pulled him up to the lip of the bridge, letting the man's shaky trembling hand grasp the concrete.

Peter pulled the ripped mask over his head and flattened out the creases, Spiderman staring down at the man with clenched fists.

"You're lucky...Lucky I'm not like you. I'd rather you suffer than get the easy way out." Peter peered from the murderer's snapped wrist that held the star tattoo at the approaching Policemen. The man sat up on his knees, gasping for air. He peered through matted blond hair over the concrete lip at the rippling water and sinking car hull. He quenched his breath and turned, looking up at Spiderman.

The policeman barreled passed Peter and to the man on the floor, hauling him up and slapping handcuffs on him with chrome clicks. He huffed in defeat and dropped his heavy head. Peter watched through broken lenses.

"Thanks. We've been trying to get this guy for months, been running loads of small robberies across Manhattan." A brown haired, chiseled chin police officer said to Spiderman. He glanced over at him with reflective honeycomb eyes.

"And the murder of an innocent man? Ben Parker?" Peter snarled at the officer. The man gulped and slowly nodded. It was as if the police had forgotten all together. Peter shook his head and turned, walking to the edge of the bridge.

"Hey! We need to take _you _in!" the policeman called. Peter turned and looked over his shoulder.

"Not today." Peter sighed, shooting a cable off the side of the bridge and swinging away between the tall metal pillars of the bridge. The Officer sighed, shaking his head. The other Officer, quite elderly with a silvery mustache, held onto the crook of the murderer's arm, the identification of _Stan Lee_ on his badge.

"Really? A _Spider _man? Huh...seems like comic book stuff to me." The old man shook his head with a weak chuckle, a New York accent to his voice, tugging the criminal away to the awaiting car, ambulances and fire crews arriving with flashing lights.

...

Peter had a lot on his mind on that cold walk home, hands stuffed in his pockets, hood pulled up over his head. His split lip still bright sore red, a bruise under his left eye and a pained look on his face.

On a mind clearing note, he'd finally caught Uncle Ben's killer, after all those months, catching the wrong crooks, the lookalikes, he finally caught the star wrist man. But, he was also one wrist flick and biocable away from murdering the man. Despite everything that plagued his mind, the want to watch that car tumble to the river below, hear the man's desperate screams end with a bone snapping splash, he still saved him.

That moment was a defining one for Peter. The moment he rose above his own wants, his desires to end this monsters life. The moment he realized that Peter Parker can kill, but Spiderman cannot. Spiderman is a symbol, someone that children look up to, dress up like for Halloween. He isn't just a superhero or a symbol of hope. He's an icon, a hero to everyone. Spiderman is immortal. Spiderman must be the man with the greatest power...but also the greatest responsibility.

Peter rounded the cold Queen's corner and paced down the tarmac path along the rows of identical houses. Finally he reached his home, turning on the pad of his foot and stopping in his tracks when he saw the porch.

Sat on the small wooden rocking chair was a cold, shivering blonde. A grey beanie hat pulled over her ears, waterfalls of blonde cascading down her shoulders, her adorable button nose sniffing and ruffling from the cold, each cloud of condensation breath leaving her plump lips. Her huge green eyes fixed on the porch, only the occasion blink of her long black lashes breaking the view of those tremendous endless green seas.

Peter had forgotten completely that he'd invited her over, having joined the chase to end his Uncle's killer. She was going to help design the new suit, and here she was on his porch, locked out in the cold. A heavy slap of guilt hit his chest and he sucked in a breath of bravery. He paced towards the house.

Gwen peered up and she stood up sharply, trotting down the steps to him in her boots. A grey Hoodie over her body and her sleeves pulled down over her little paws, making her look handless.

"Where've you been?" She asked in a raspy voice he knew as Gwen's instinctively. Peter shrugged and looked down at the floor, trying to hide the cuts and bruises. "I mean, what, you invite me over then go out? Peter?" she asked with an annoyed huff, sniffing her runny nose away. Peter shrugged again like a child getting a scolding.

She huffed and deflated her shoulders, lifting her sleeve covered hands and pressing the warm fabric coated hands to his cheeks. She tilted his head up and gasped.

"Peter...what happened?" she asked. He smiled and leaned his face into her hands. That was one of the million things he loved about Gwen. Her ability to be angry at him, yet calm, and the moment she sees he's hurt, her anger suddenly doesn't seem so worth it. Sure, it isn't forgotten but after she stitches him up and cleans his wounds, they talk it out like adults. They don't shout, or argue, they don't point blame at one another. They simply talk.

He sighed and looked at her with a tremble in his voice. "I got Uncle Ben's killer."

Gwen's eyes widened and she gaped at him slightly. He scoffed an incredulous chortle and suddenly burst into tears, dropping to his knees. Gwen caught him luckily as his heaving and retching cries echoed across the suburbia. Peter wailed into her shoulder and his back arched as he pulled her down with him to their knees, his hand balling up her Hoodie fabric. Gwen peered up and around seeing no one, so she sat with him in the cold, gently stroking his hair.

She shushed him softly, her fingers raking through his dry blood matted hair. He continued to gently sob into her shoulder, his heart wrenching tears now small quieting sobs. Gwen softly cupped his chin, pulling his head up from her shoulder. Seeing his brown doe eyes now stained with red puffy streaks and lines of wet trails ebbing down his cheeks made her heart sink. She's never seen Peter cry, not like this. She gulped over the lump in her throat and gently bumped her forehead to his, knowing the action soothes him. His cries became small gasping sobs and sniffles. He brought his hands up and cupped her cheeks, stroking the soft cream skin of her perfect complexion.

"Let's go inside, yeah?" Gwen said softly. Peter nodded as his lip quivered, sniffing back the runny nose and stinging tears that pricked his vision. Gwen helped him up and they both paced up the steps to Peter's home.

...

An hour later and Peter happily trotted down the staircase, rubbing a towel over his hair. After having a cleansing shower, all the dry blood and dirt running off of him like soot, he arrived on the bottom floor clean and fresh. He had a warm black Hoodie over his torso and a pair of grey sweatpants.

Peter yawned and threw the towel in the corner by the washing machine, pacing into the kitchen. He mindlessly walked to the fridge, opening the door unleashing a frigid blast of air. He grasped the cold aluminium of a coke can, pulling it from the frozen maw of the gaping fridge. He slammed the fridge door and a content whistle hummed from his pursed lips. He spun around and slammed the brakes on his whistling, eyes widely set on the blonde sat at the breakfast island.

Gwen played with her fingers, wringing her hands together as she sniffed the cold away from her red nose. She peered up at him, and shrugged, wetting her oval lips.

"What, we not gonna talk about what just happened?"She asked, sniffing again and rubbing the tops of her fingers across her nasal, eyes still set on his. Her vibrant green inked into his brown. Peter shrugged and looked down, eyes darting around to avoid her huge eyed stare. "Peter!?" she snapped. He huffed and looked at her.

"Nothing to talk about." He bobbed his shoulders, cracking the can open and slouching off into the living area. Gwen was left speechless. She pulled the beanie hat off her head and slapped it down on the counter, hopping off the leather stool.

"Oh um, yeah, no-yeah there is." She sarcastically nodded, hand on hip while the other ran across the underside of her sniffing nose. Her congested and husky voice was stern and soft all at once. Peter slumped down in the cushioning chair, staring at the black screen of the Television.

"Nope." He said, sipping the coke back. Gwen scoffed and her nose scrunched into disgusted disbelief.

"Okay, one: You find Uncle Ben's murderer..." Gwen lifted her hands, counting off the list on her fingers. "Two: You break down into...I don't even know, the _biggest_ breakdown I've ever seen you have!" Gwen snarled at him, lips firmly pressed into a frown. "And now you won't even talk to me?" she had a look of hurt in those huge eyes that Peter knew would break him if he looked at her, so instead he kept his eyes set on the off Television. She licked her dry lips and pursed them, ready to say anything at all to break the silence.

Peter shrugged again and Gwen huffed, staring up at the ceiling in annoyance, growling in her throat. Her fists tightened by her side. "What is with you? Peter!" she shouted, her voice sore.

"I nearly killed him." Peter said in a quiet gulp. Gwen fell deathly silent, eye burning into the side of his temple.

"Wha...what?" she shook her head softly. Peter shrugged and looked up at her.

"I nearly killed Uncle Ben's murderer. His car was balancing off the bridge and I pushed it." Peter sighed, sipping the can that was now trembling in his hand. Gwen paced quietly, her grey sock coated feet silently shuffling over the carpet. She crouched in front of him, pushing the blonde hair out of her eyes.

"O-Okay...what happened next?" she asked gently. He peered down at her and leaned forward, elbows pressed on his knees.

"I caught him with a web and pulled him from the car as it fell." He explained monotonously. Gwen nodded, running her bottom lip over the top one, wetting them.

"So...you _didn't_ kill him?" she asked, trying to narrow down the facts. Peter shook his head, eyeing the beige carpet between her small sock feet. "Why not?" she shrugged, making his eyes snap up.

"W-What?" he mumbled, eyebrow rose in confusion. She shrugged again, tilting her head to the side slightly.

"Why didn't you?" she asked again. He sighed heavily and deflated.

"Because...God Gwen, I wanted to kill him, to watch him slowly die, to feel what Uncle Ben did!" Peter snarled, struggling not to crush the can in his hand.

"Why didn't you then?" She asked again, wrists on her crouched knees. Peter peered up at her with big brown eyes.

"Because...Cos it's not what Uncle Ben would want." He huffed. Gwen smiled and lifted his chin with the back of her fingers. He looked into her eyes.

"Cos it's not what Peter Parker would do." She smiled. He scoffed a faint chuckle and for the first time in a while, he grinned. "He'll be thrown in jail and left to rot. He's do his time Peter, all thanks to you. Congratulations." She smiled at him warmly. He raised an incredulous eyebrow. "You got closure." She smiled, pressing her lips to his forehead gently.

"I guess so...still, why do I feel so empty, y-you know?" He shrugged, wetting his lips and darting his eyes left and right. Gwen huffed and pushed herself up to full height. Peter sat back and she perched on his lap, hand round the back of his head and gently caressing the nape. She curled a few locks behind her ears.

"When I found out that Connors killed my Dad...I...I wanted to kill him. Seriously, I wanted to go to his cell and just...just...you know?" she gritted her teeth and clenched her outstretched hand, the other softly caressing Peter's neck.

"Yeah." Peter understood, closing his eyes with a content hum at her gentle rub to his neck. Gwen sighed and looked down at him.

"But then I'd be just as bad as him. I don't want that...I want to be better than him, not equal."

"An eye for an eye..." Peter mumbled.

"...Makes the world blind." Gwen finished with a smile. "You did the right thing, Peter. I don't want you living with the burden of killing someone for revenge. You deserve better."

"I..." He yawned interrupting his sentence. "I got better...I got you." He smiled, feeling her lips press against his forehead. He reopened his weary eyes and looked upon the woman sat on his lap. The warmth of the room, the soft rubbing of her hand on the nape of his neck, the fact she was snuggled against him, the blissful silence. All of these factors began to make Peter incredibly tired, and his eyelids were becoming heavier than lead.

He peered down at her feet, her legs curled up against his. He reached a hand and gently grasped her soft toes under the grey sock. Gwen giggled gently. He smiled and peered up at her.

"I don't think I've seen you wear socks." He commented wearily. She scoffed.

"Yeah well, funnily I do wear them. Those boots tend to hurt without them." Gwen sarcastically chuckled. Peter grinned and stroked her foot, Gwen cooing. Soon both of them began to grow drowsy. Gwen's head listed and gently fell onto Peter's, both holding onto each other as their soft caressing of feet and necks slowed to a barely conscious rhythm.

"Thanks Gwen." Peter yawned. "I don't know what I'd do without you." he opened his eyes and looked into hers, so close together it was more a blurry mass of green.

"We look after each other...right?" she yawned, pressing into his neck. he smiled, stroking her back.

"Yeah...you and me...my girl...Gwen Stacy." Peter mumbled with a content smile. Gwen kissed his neck.

"My Peter Parker...my Bugboy." she smiled, Peter chuckling faintly. both their eyes shut and their hearts synced into a calm rhythm.

...

When Aunt May returned home, shutting the door against the now roaring blizzard, shaking her head of all the fluffy snowflakes, she peered into the lounge to see the couple sound asleep in each other's arms. Peter fast asleep with Gwen on his lap, her hand on his chest and the other around his neck. Peter's right hand on her brought up foot and the other around the small of her back.

Gwen's lips were parted slightly and she breathed through her mouth, the blockages in her nose sniffing every so often. Peter's forehead was pressed to her temple and the tangled teenage pile of limbs let out a content moan as they shifted ever so slightly in the spongy armchair.

Aunt May smiled warmly and took her coat off, hanging it up on the golden hook, walking into the closet and pulling out a dark blue blanket, pacing quietly over to the pair and gently laying it down upon them. Gwen hummed unconsciously and Peter took a deep inhale through his nose, hugging her closer.

Aunt May chuckled quietly and left the pair, going into the kitchen to complete the crossword. She could tell him about meeting the Spiderman later on. Right now they had each other.

* * *

**Author's Notes: Hope you liked it. Please review and let me know. A long old chapter I know. I always respond to reviews, and your ideas for fluff are most welcome! Love you guys! - Dave**


	5. You're my drug, Gwen, and I'm addicted

**Chapter Five: You are my Drug Gwen Stacy, and I'm addicted.**

...

A stale dank cell, walls of faded white, streaks of chalk lining the box's brick ribs. A single light hung and swung above the empty room, only a small cot in the darkened corner and a silver stained toilet attached to the opposite wall. Fingers of jagged light painted the floor, leaking into the room through the jail bar window.

A man sat on the lip of the cot, swaying forward, his abdominals stretching and constricting with each sway. His long greasy blonde hair hinged above his dirtied eyes. A thick purple bruise inflamed under his split left eyelid, a cut spread from his lip up to the base of his nostrils.

A bloodied tissue in his grip that he repeatedly dabbed his nose with, a star tattoo hidden under a thick white cast for a broken wrist. The loud clunk of the cogs in a door lock opening sounded and he peered up through streaks of dirtied blonde.

Two Officers, dressed in freshly pressed and cleaned uniforms stood in the doorway, their shadows casting two long fingers of the law across the ground, meeting the criminal's feet. The shadowy hand seemed to grasp the man and haul him up to his feet. He groaned and hissed through saliva stringed teeth.

"You ready to talk?" one of the two Officers huffed, lifting his cap and raking his fingers through his hair. The criminal spat a thick glob of blood on the floor, wiping the excess with his wrist. The two Officers grimaced slightly.

"I ain't telling you nothin..." He snarled, limping passed them. The two men parted like a sea of fabric blue and golden police badges. He stopped in the hall; peering down the lengthy corridor to the interrogation room he was destined. "I told you the last time you brought me in...I know nothing about any drugs. I don't make no Meth!" He spat, the two officers adjusting their security belts. The man ran a hand through his blonde hair, fingers getting stuck in the greasy locks. He sniffed and spat again.

"But I can tell you something..." he smirked, revealing broken chipped teeth. The two Officers raised their eyebrows incredulously, leaning forward slightly, intrigued. He chuckled faintly, spitting more blood and saliva. "I know the face of Spiderman..." he grinned evilly.

...

Peter yawned and slowly pealed his weary lids apart, feeling the gently succumbing warmth of his home along with the wonderful aroma of roasted chicken wafting in from the Kitchen. He flickered his lids a few times and looked around the room, checking his whereabouts. Happy he _was_ in fact at home, he went to get up, stopping when he felt the weight on his lap and shoulder.

Peter leaned back in the armchair and looked over at Gwen, fast asleep still, head on his shoulder and curled up in his lap. The blue blanket on them had fallen slightly, but caught on her socked toes. He looked at her sleeping beauty. The blonde hair that had cascaded down her face and shoulders, the gently panting breaths from her slightly parted lips. The closed eyes that hid her bright green eyes seemed to darken her face, the cream skin of her gorgeous complexion creased slightly from being pressed against his shoulder.

He smiled at her small snores and chuckled wearily at her, pushing a few fallen locks of gold behind her soft ear. She moaned contently in her sleep at his fingers brushing her cheek. He smiled and continued to softly caress her cheek, looking at her hidden eyes, the long lashes and lids concealing them.

"How did I get so lucky?" He smiled happily, admiring her as she slept. She stretched in her sleep, muscles constricting and her arms tightening around his neck as she pulled herself into him subconsciously. Her nose pressed into his neck and a content sigh left her lips as she sunk back into deep sleep. Peter chuckled faintly and gently scooped her up in his arms, one around her shoulders and the other under her knees.

She made a small fuss by letting a small moan leave her lips and her hands stretched into thin air, but she soon settled back as he got up, turned and set her down on the chair. She sunk into the spongy seat and got comfortable, eyes never opening. Luckily Gwen was a heavy sleeper. Peter lifted the blanket and pulled it over her. He got to her shoulder and leaned forward, pressing his lips to her cheek gently. She cooed and grasped the blanket, wrapping it around herself as she slept. He smiled and went towards the sound of pots and pans clinking, the aroma of dinner leading his nose and taste buds.

Peter yawned and stretched his arms high over his head, hands falling to rub the ruffled mess of hair on his head. He clapped his tongue to his mouth's roof and padded over to Aunt May, stood by the sink, washing a pan.

"Mmm, hey." He sighed, rubbing his eyes.

"Nice nap?" She smirked at him. He chuckled and leaned against the counter, fiddling with his fingers. The dark black Hoodie over his torso rippled as he shrugged, a blushing grin plastered on his face. "Oh, I know that look!" She chuckled, shaking her head.

"Wha-what look?" He grinned, a chuckle in his throat. Aunt May gave him a knowing look over the tops of her glasses.

"Peter Parker, you had that _exact_ same look on your face when I asked who she was, after seeing the photograph on your computer..." She smirked and chuckled, moving the pot of potatoes over to the stove. "You had the same look on your face when she was all you could talk about."

Peter huffed and peered down at his wringing hands, the blush still heating his face. May turned from the stove, looking him in the eyes, a smile on her dry lips. "You had the exact same smile when you got back from going round her apartment for the first time."

"Branzino." Peter chuckled with a toothy grin, peering at the floor. Aunt May stepped over, wiping her hands on her white apron.

"I've never seen you as happy as when you are with that wonderful girl." May smiled at him. He beamed warmly at her with a lop sided grin.

"Yeah...She's the best." he chuckled, nodding his head comically fast. May turned and so did Peter as a bleary eyed Gwen padded into the Kitchen, her hair a ruffled mess, her Hoodie sleeves pulled down over her hands. She rubbed her eyes with the grey sleeves and blinked a few times.

May looked at Peter in the corner of her eyes and remembered seeing the exact same face on Ben. The look of being love struck. She smiled and stepped over to the counter.

"Hello Gwen, dear." She smiled. Gwen's eyes snapped wide and she became very aware of her appearance. Rubbed away mascara, tussled hair, bags under her eyes, an unflattering large baggy Hoodie, black leggings and...Grey socks.

"Oh! H-Hello Mrs Parker, n-nice to see you." She nervously chuckled, pressing her hands together in front of her waist. She bounced on her toes slightly. "God, I'm sorry I must look a mess." Gwen sighed, raking her fingers through her hair.

"Oh don't be silly dear, you look great! And call me Aunt May." The elder smiled at the young girl. Gwen chuckled weakly and bit her lip, nodding.

"O-Okay, thanks Mrs...Aunt May." She nodded comically fast. As soon as May turned back to the stove, Gwen peered up with fiery eyes at Peter, lips pushed up into a comical frown - Comical to Peter at least. He gulped at her.

"_In_..." She mouthed, pointing over her shoulder at the lounge. "_There_!" She whispered with an inaudible hiss. He grinned at her and nodded profusely, slowly creeping passed May and into the lounge with Gwen, well out of earshot.

"You didn't mention I was staying for dinner!" Gwen shoved his shoulder, a chuckle in her stern voice. Peter scoffed a laugh, rubbing his neck. "God I look awful, I-I should be dressed better if I'm having dinner with your Aunt!" Gwen whispered loudly.

"You look great, Gwen-"

"You could have woke me up, oh, now she thinks I'm some lazy...lazy...Urgh." Gwen swung her head back and ran her hands down her face over dramatically.

"She doesn't think that-" Peter tried to get a word in edge ways.

"I could have gone home and got changed, why didn't you wake me?" Gwen frowned, blonde hair in her eyes which she blew aside with a puff of air from her lips.

"Well...Y-You were asleep-"

"Uh huh?" Gwen nodded sarcastically, hands on hips, lips parted between words that seemed to drip huskily off her tongue. Her once vibrant wide eyes now narrow, condescending slits.

"And you looked so cute-" he blushed and rubbed his upper arm. Gwen fell silent, looking at him. Peter peered up at her. "And you told me you hadn't been sleeping well...so...I-I didn't want to wake you." He shrugged his shoulders, big brown doe eyes set on her. She huffed, defeated.

"But...I must look a mess." She sighed, looking down at her large Hoodie and black leggings that hugged her long smooth legs, sniffing her congested nose.

"Gwen..." Peter spoke boldly. Gwen lifted her large green eyes and peered up at him, sniffing her runny nose. "...what you need to learn about the Parkers...is that we aren't like the Stacy's." He chuckled at her raised eyebrow, feigning offence. "We don't tend to dress up for every meal, and we certainly don't eat fish that...still has its skin, and quite frankly still looks shocked." He chuckled at her snorting and giggling.

"Branzino." Gwen chuckled at the memory of a disastrous meal, eyes squinting as her freckled cheeks pushed upwards from the big smile. "Y-You suck." She snorted, shoving his shoulder again. She sighed away her laughs and looked at her grey socks. "You sure I don't look...awful?" she winced. Peter scoffed and stepped towards her, looping the locks behind her ear. Her eyes set on his, now inches apart; his hot breath tickled her skin.

"You always look beautiful, Gwen..." He tilted his head and closed his eyes, lips parting for a kiss. She reeled back slightly, afraid to get caught by May, but she was starting to lose the fight. Peter's hand slid around the back of her head, fingers raking through her blonde hair. Gently he pulled her head towards him.

"Easy Bugboy..." she whispered, but soon let her roaring feelings and the churning in her fluttering stomach and heart take over. Gwen closed her eyes and readied her lips.

"No matter what you wear...you always light a room up..." Peter's lips brushed hers, causing a frantic explosion of tingling sensations to erupt from the sensitive plump skin.

"Peter! Can you help me set the table?!" Aunt May called, Peter's lips turning to an annoyed dry scoff. Gwen chuckled gently and they rested their foreheads together with a defeated sigh.

"Yeah, be right there!" He said, stroking the back of her head as she did the same to him. "To be continued, Miss Stacy."

"Oh...Y-Yeah-no-yeah, definitely." Gwen nodded enthusiastically, narrowing her eyes before letting them dart off into other areas of the room. Peter kissed her nose and stepped away, going into the kitchen. Gwen huffed and peered down at her ensemble. She shrugged, pouting in acceptance. Gwen _did _however excuse herself to the bathroom, looking in the mirror and pressing her fingertips at her face's soft skin.

She ran the frigid cold tap and splashed water over her face, waking herself up. The sudden drop in temperature to her skin made her gasp and force her eyes to pop wide open, flashes of green against sclera white. The water dripped off her face into the sink, along with a few blackened inky splashes from her ruined mascara. Gwen huffed a puff of air up from her lips and rolled her eyes in annoyance. She rested her palms on the lip of the ceramic sink, looking up through her long golden fringe at her reflection.

She quickly reached into her Hoodie pocket, pulling out a black scrunchie. She pulled the elastic fabric ring around the back of her head and pulled her long tussled hair back into a neater ponytail. She tied it up and flicked her fringe aside slightly. Gwen sighed through pursed lips and dabbed a few scrunched up balls of tissue paper around her eyes, cleaning away the now gooey mess of black mascara.

"Mmm, maybe it'll be nice to have _one meal_ without any black-tie-only rules." Gwen rolled her eyes at the Stacy family and their sometimes pretentious behavior.

She huffed a cold sigh and looked back at the mirror. Suddenly she wasn't alone, and the image of her Father over her shoulder made her scream and whip around, chest heaving with panted breaths.

Her frantic eyes scanned the small bathroom and found nothing but the door and the tiled floor. In the time it took her to spin around from the reflective mirror, he was gone. She felt her heart hammering against her chest and stinging tears prick the corners of her eyes, like small needles stabbing the sclera.

He was there, right there, so real it made her pause for a brief moment before screaming. Her mind played a cruel trick of believing the past was present; As if he had walked into the bathroom to check on her like he did after she'd argue with Mom, or when she scuffed her knee after falling off her bike ten years ago. All these childhood memories flooded back like an ocean, her quivering lip and squinting eyes no match for the torrent of surging emotion. Finally her dam failed and she burst into tears, sinking down to her knees and hugging them tight.

She heaved as quietly as she could. The sense of Gwen Stacy tried to whisper over the roaring voices of her emotions.

_You're crying in someone else's house, in their bathroom. Your boyfriend's bathroom! Get a grip!_

Gwen sniffed and wiped at her eyes, but for every tear she slain; two more would leak from the rounded orbs of gorgeous green and white. Her nose scrunched and her lips quivered as she hugged her leggings coated knees. Her grey socks slid along the floor.

Soon the door crept open. Peter stuck his head round the corner. Before he could see her she shot up to her feet and slammed the door on him, pressing her back to it, hoping it would be enough to stop the man behind the mask of Spiderman. More importantly, would it be enough to stop Peter Parker?

"Oof!" Peter bounced off the sudden slamming door. "Gwen? Y-You okay? I-I heard a-"

"Go away." she stammered between quaking breaths and ragged gasps. She slid down the door and to her knees again, peering up at the mirror, too low down to luckily see the reflection that would talk some sense into her. Peter stood on the other side of the door, his hand pressed to the wooden frame. He released the golden door knob and stood beside the door.

"Gwen...come on Gwen, talk to me. You were fine less than five minutes ago, what's wrong?" Peter whispered into the door, resting the side of his head to the door. Gwen sniffed and peered up from the wrists that perched on her knees.

"I...I saw my Dad." She tearfully sniffed. Peter sighed and clenched his eyes shut, a pang of guilty reeling its fist and slamming him in the gut.

"I'm coming in...I-If that's okay?" He gulped, rubbing the nape of his neck. He stepped back and after a few long, agonizing minutes, the door unlocked. Peter gently slid it open and peered around the wooden frame.

Gwen was sat under the towel rack by the radiator, arms crossed on her brought up knees. She peered up and her ponytail bobbed with the tearful gasps. She quickly rubbed her eyes clear.

"God, I'm sick of crying, all the-sniff-all the damn time!" she hissed at herself, wiping her eyes time and time again, the action being futile. Peter sighed and wet his dry lips, eyes peering around the room for any sort of inspiration. He instinctively shrugged and sat down besides her, reaching his lanky foot outwards and pressing his sock foot to the door, shutting it with a click. He reeled his legs back and hugged them, peering to his right at her.

"What...um..." He opened and closed his mouth several times, trying oh so hard to choose the right words. Finally his failing tongue rebooted. "What did he...say?"

"Nothing...he just...stood." She snarled, tear stained eyes set on the opposite wall mere feet away.

"Did he...was he..." Peter blew air out of his lips in frustration, running his hands down and up his face. The hands fell to his knees with a slap.

"Was he angry?" Peter asked, gulping. Gwen scoffed and peered at him out of the corner of her eyes.

"What d'you think?" she hissed at him, lips curled into a bleak sneer. Peter scratched an itch behind his ear and shrugged. Gwen growled a hissing breath.

"Stop...shrugging." She snapped. Peter sighed and shuffled around, sitting with crossed legs in front of her. He looked at her with big brown eyes, mouth pressed into a neutral frown. Gwen's eyes darted down in guilt, glancing back up occasionally.

"I...I'm sorry...I shouldn't have-"

"It's okay...Gwen, remember when my Uncle died?" He spoke. She paused for a moment then nodded, causing her ponytail to bob like a pendulum. Peter cleared the blockage in his throat with a cough into his fist and looked at her intently. "When that happened...I shut everyone out. Aunt May, Flash...You." He leaned forward as to fall into her distant gaze, head rested upon her wrists. "I shut you out." he sighed. Gwen peered up from what was obviously a tantalizing floor. Peter met her gaze and knew he had her attention.

"Those were some of the worst days of my life...I really felt like life was out to get me. I had no one." He continued. Gwen gritted her teeth at how they were once again discussing _him_. _I, I, I, I_, always _I_! It was always about Peter! "Then you came along." He said, Gwen snapping her watery eyes up at him.

"Wha...What?" She sniffed, wiping her eyes and sitting up slightly.

"You remember when I umm..." He chuckled weakly with a lop sided grin. "When I pinned Flash up against the locker?" he blushed with embarrassment. Gwen sniffed a weak chuckle. "I stormed off...Like a child...then I ran into you." He said, eyes peering down at her, running his bottom lip over the top one. Gwen kept her gaze on him from atop her knees.

"You...You hugged me..." He scoffed a laugh and shrugged. "_You_...hugged _me_. The incredible, wonderful, amazing Gwen Stacy...hugged _me_." He pointed from her to his chest. Gwen blushed and smiled, sniffing. "And then, when you needed someone...I abandoned you, for a promise." Peter sighed, looking at the floor guiltily.

"I..." He lowered his voice to make sure Aunt May wasn't near. "I push myself to protect the people of New York, I have to...I have a power, which comes with a responsibility. But...In protecting these people, in protecting_ you, _I hurt you so, so bad, and I lie awake, riddled with guilt for what I did to you...how I abandoned you."

Gwen sat up and looked at him intently, her puffy eyes glued to his. "I guess..." He grinned at himself, shaking his head comically fast. "I guess the point I'm trying to make –which I've really dragged out by the way." He rolled his eyes at himself, Gwen giggling gently. "Is that I will spend the rest of my life trying to make it up to you." He looked deep into her huge eyes, plunging into the ocean of green that are her irises. Gwen sighed, looping stray locks behind her ear.

"Peter..."

"I let your Father down, but I cannot let you down...I...I _won't_." He snarled at himself. She sighed and looked at him, shrugging.

"How do we always end up talking about _you_?" she spat with barely a hint of emphasis. Peter sat with a look of disbelief as she wiped her eyes and went to get up. He grasped her hand and pulled her down to his height. She sighed and forced herself to look at him. He was panting and avoiding her gaze, eyes darting left and right.

"I love you Gwen...I do, I do, and it_ kills_ me to see you upset. But...I don't know how to help you, when I'm suffering the same thing." He said, looking up at her. She perched on her knees and looked at him incredulously.

"What?" she asked.

"I...I see your Dad all the time...Like he's telling me to stay away from you, like he's warning me. The promise, the guilt..." He took his hand from hers and ran both of his paws down his face with a groan. Gwen's mind battled with how to deal with what he just said, and her fragile state was winning.

_There it was again, that damn promise! He want's to keep it so bad? Let him!_

_No, he's trying to explain. Gwen, don't listen to those voices, stay calm!_

Gwen's eyes glowered and she shoved him, startling him as he fell onto the tiled floor. Her eyes were misty and she blinked.

"Then stop seeing me. There...guilt's gone." She spat, getting up and leaving the bathroom. Peter shot to his feet and barreled after her.

"What the hell? I was trying to explain...Gwen, Gwen, Gwen, Gwen stop!" He whispered loudly as she grabbed her hat and scarf, grave eyes never even flitting his way. "Oh, don't go, please."

"Why? Give me one..." She looked over Peter's shoulder briefly, checking the kitchen was clear of Aunt May, which it was. "Give me one good reason why? We were talking about _me_!" she prodded at her chest, tears blinking. Peter eyed the floor guiltily. "For once, we were talking about me...not you, not Mom, not my brothers, but me. I know what comes next, the inevitable promise that ruined _everything_!" Her smoky voice quivered, like soot in the wind.

"Gwen..." He blinked the salty tears.

"I've bottled all this up, with my family, my Councillor!" she spat, Peter looking up at her. She nodded, licking her dry lips. "Oh yeah, I'm seeing a Councillor, I needed to. My-My Mom says I'm self destructive by getting back together with you, and you know what?" she leaned forward, hating herself for every fowl word she spewed. "_Maybe she's right._" she quivered the words, barely a structured sentence above the lump in her throat and the metaphorical violin bow that played a melancholic tune across her vocal chords. Peter sighed and blinked at the floor, tears pricking his eyes.

"You know... I think the last time I was at this door...you were breaking up with _Me._" she hissed, mentally beating herself for all the horrible vile she was spouting at this caring man. His heart crushed and he looked up, lips trembling as he mouthed _No, no, no._

"I...I can't...you...this..." Gwen cupped her hands over her mouth and calmed her ragged rhythm-less breaths. Her tearful gaze turned back to Peter who was just as upset.

"Gwen..." he breathed. She turned to the door, knowing one more second here would break her into a thousand different pieces. The backwards numbers of _Thirty Six_ printed on the glass. She opened the door and stepped out in the brisk evening, sunlight dampened by the soaking of stars into the matte black of space. Snowflakes filled the air, and a thick coat of white crunched under heel.

"Your Dad was right." Peter said, voice haunted. Gwen spun around on her heel, marching up to him with a hostile fire in her eyes he'd never seen before. Her panting turned to clouds of fog from her lips.

"What?" she snapped through gritted teeth. Peter shrugged, just to annoy her. At least if she was angry, she was here a little while longer, time Peter could use to his benefit.

"Your father was right."

"I am _this_ close to slapping you so hard, your teeth will bleed." She snapped, eyes flaring and lip snarling.

"He was right...that _I am_ going to make enemies; that the people I care about are going to get hurt; that being Spiderman has a price. But there was one thing..." He held up his finger. "One thing he got wrong." Gwen rolled her eyes.

"And what's that?" she spat.

"That I could easily...promise to stay away from you. That I could just...magically...stop loving you. But I _can't_." He looked up at her, anguish in his hurt eyes, red and puffy, lips puffing clouds of condensation. "I can't stop loving you Gwen; that...wonderful girl, who saved my ass from Flash, time and time again." He swung his hand to emphasize the power of his point. Gwen was speechless, lips parted, searching for words, but he wasn't finished.

"The amazing woman...who actually _talked_ to me!" He scoffed a dry laugh at the sky, snow prickling his skin. "The stunning, vibrant girl who took my heart and will never be able to give it back..." He squinted through tears at her. "Branzino..." he chuckled as tears dripped onto his Hoodie. Gwen scoffed a tearful laugh and wiped her eyes. Peter's hand stammered and stuttered as he cautiously raised it in the whipping cold, brushing his thumb across her cheek, wet tears tickling his skin.

"He obviously doesn't realize what a gift to the world you are if he thinks I can just...give you up!" Peter snarled, eyes flaring in agonizing upset, his heart spewing all its contents into words. "You are my drug Gwen Stacy...and I'm addicted." He scoffed. "Cheesy, I know." he weakly chuckled, hoping to make her laugh, which it didn't.

Gwen simply stared at him with an O shaped mouth, her heart hammering and her stomach somersaulting. The locks of gold that fallen into her vision didn't faze her, her eyes set like stone on the panting, watery eyed Peter Parker before her.

"I know...I know that I..." He rubbed his face with a groan. "Urgh...I keep saying _I_." He scoffed, shaking his head to the darkened heavens above. He groaned and shivered, plunging his hands into his pockets as his teeth chattered. "I don't know what to say...I'm sorry? It doesn't seem enough."

"Peter..." Gwen huffed, the clouds of air whipping from her lips. He took his hands from his pockets and caught her fidgeting paws. She peered up at him, sniffing away her tears. All her anger had ebbed away and now she wanted nothing more than to repair what her sudden eruption of pent up anguish and fury had caused.

"I will spend the _rest of my life_ trying to make it up to you, trying to repair all the hurt I caused you..." he swore, eyes caving their brown into her green. Snow fell around and between them. She peered down at their hands, fingers meshing and dancing with one another. She gulped and gazed back up at him.

"When we said "I love you" to each other..." Gwen gulped and peered at him, her head titled slightly. "I meant it...I love you _so_ much Peter, but...but...my pain seems to get pushed behind yours, and I know it's selfish-"

"It's not selfish." Peter shook his head sharply. Gwen scoffed a grinning laugh. "You're not selfish."

"Sometimes when i patch you up, clean your wounds...sometimes _I'm_ the one who wants her wounds cleaned, you know?" she breathed. "Sometimes I want to be selfish...Sometimes, I don't want Spiderman there." She groaned, shoulders falling. Peter nodded and gulped. She lifted a hand and softly caught his cheek, startling him. The sudden warmth of her sleeve covered palm soothed his skin. He looked into her eyes as his hand rubbed the back of hers. "I want Peter Parker there...just Peter Parker, and me. Teenage problems, you know? Not fate of the city problems." She sighed. He smiled at her and kissed her palm.

"Gwen, you know I'd do anything for you. But you know I can't..."

"...Give up Spiderman, and I know-I know, I wouldn't want you to, not for me. You're my Bugboy. You have a responsibility, and I get that-god I do. But...Your Spiderman, and I love that, I do. But I love Peter Parker _more_. D-Do you think that...just for a day-one day-it could be Peter, and not Spidey?" she winced.

He nodded sharply. "Yeah...yeah, I can do that. I can do that." He understood what she meant. One day where Peter was actually with her, not sat with her and listening for any screams or sirens out of the window. A day, one day, where he could focus solely on her; it's all well and good to bring her flowers and chocolate like a romantic, but sometimes a much better gift, is simply the gift of listening to her.

"I'm sorry...for all that. Kinda overreacted." Gwen winced, chuckling weakly as snow freckled her hair and hat. Peter smiled and cupped her cheeks, feeling the cold skin mold into his palms as he pulled her in for a sweet tender kiss. His lips brushed hers and they held each other close in the evening silence of winter, snow dousing them as it slowly fell from the blackened abyss above.

The heat between their lips cooled as they pealed apart, eyes reopening to focus on one another. Peter sighed with relief and hugged her tight, hand smoothing along her spine and small of her curved back. She rested her head on his shoulder and he whispered sweet nothings in her ear.

"After dinner...you can tell me everything that's been bugging you. Your Dad, you're Mom, whatever is upsetting you. Yeah?" He looked into her eyes. Gwen nodded and stood with him in the slow descending snow flurry. "You'll have my full and undivided attention, I swear." He swore to her. Gwen kissed his cheek and smiled. Her eyes flicked up from his and to the sky.

"Huh...a white Christmas after all." Gwen chuckled. Peter hugged her closer, joining her at looking to the black sky that dropped fluffs of white.

"Oh yeah, I still owe you one hell of a date tomorrow. Christmas eve, remember?" He curled a lop sided grin. Gwen smirked at him, shaking her head.

"I remember. You still haven't told me anything about it."

"You haven't earned it."

"Oh yeah? Oh, I have to earn it?" She sarcastically narrowed her eyes and huskily spoke. He nodded with a grin. "You know how to push your luck, Bugboy."

"Yeah...I really do." He smiled weakly. "Wanna go back in...I mean...w-we're good, right? Kinda scared me there for a while." He gulped, rubbing the nape of his neck. Gwen nodded with a smile, clearing her throat.

"Yeah...yeah, we're good. I just...wanted you to know how I...it's been a real struggle this year." She sighed.

"I'm sorry. I was neglecting you and I didn't even realize." He sighed. "I need to put you before Spiderman, not the other way around." He huffed. Gwen smiled and hugged him. Peter was hers, and she felt a little bit selfish. But for once, she was going to be...she was going to be selfish and have him all to herself, not share him with New York or with Spiderman...for one day, just one damn day.

...

* * *

**Author's Notes: A different one this time round, an argument! GASP! Nah, these two'll work it out. God that was hard to write. Kept getting Gwen wrong. She ended up sounding whiny so I changed it time and time again. Hopefully she isn't too whiny, nor Peter. Huff, I don't know. oh well its done, let the next chapter commence writing! Let me know what you think guys! Love ya! - Dave**


	6. I love you Peter, more and more everyday

**Author's Notes: Now the plot comes in. Welcome this story's Villain everyone! Still plenty of Gwen and Peter fluff, but with a plot. I cannot wait to continue this story, especially with this Villain! Enjoy and please review guys! I love all of your kind words, and remember I am always open to story suggestions! Let me know what you think. Love ya! - Dave.**

* * *

**Chapter Six: I love you Peter, more and more everyday.**

...

Fingers intertwined and looped around the velvety silk of the tie, tugging it through the loop of fabric gently before adjusting the blue checker strip to his crisp white collar. He groans and hooks a finger over the collar, tugging it slightly, the itching on his skin driving his senses into fury.

Norman Osborn huffed and pressed his huge calloused palms on the rim of the sink, steeling his nerves and trying to fight the pain that ebbed in his chest. He gulped over the violent constricting in his throat and gazed up at the mirror above the chrome sink.

His aged features, buzzed greying hair, chiseled square chin all looked worn and weary. Bags sagged under his milky bloodshot eyes and sweat tinkered down his crumpled forehead. He dabbed a cloth to his brow and quenched his breath. He slowly traced his fingers down his bony cheek and jaw till he reached the rubbing material of his collar.

He tugged on it and peeled the lip of hard fabric back slightly to reveal the jagged black veins and bruising inky skin that came with his infection. He sighed and gritted his teeth, releasing the hooking finger, readjusting the collar to hide his darkened virus.

His green eyes lock onto the mirrored reflection and he snarls his lip, eyes never leaving his own. His heart thumped in his ears, his breath hitched and echoed, his sweat rumbled loudly down his brow, a high pitch whine whistling behind his eardrums.

A knock at the door breaks his psychotic stare and he straightens up, wiping his brow clear.

"C-Come in." He huffs, unable to lift his gaze to the mirror again. Slowly the oak stained door opens with a creak and his loyal Butler, Bernard, enters, a tray balanced on his fingers. On top of the chrome tray was a cup of piping hot tea, and a syringe.

The elderly Butler smiled weakly as he set the tray down on the nearby oak top tale, his trembling arthritis getting the better of him. Norman massages his neck gently as he turned to Bernard. The man lifted the syringe in his shaky calloused hand, offering it to Norman. Norman gave a weak smile.

"Thank you Bernard." He said monotonously, lifting the syringe and examining the green fluid within the vial. He gave a quick flick of his fingernail to the vial and watched the liquid wobble and slosh.

"Y-You're welcome, sir. H-How are you feeling today?" Bernard asked weakly. Normand turned to the mirror and faced his own reflection, eyes locking. He reeled the collar aside and sunk the needle into his neck, hissing and gritting his dentures. The thin metal sunk in until the hilt touched his skin, cold metal tickling the nerve dead skin.

"Ah...I'm..." Norman pressed his thumb down on the pad of the syringe, the fluid being pushed into the vein, a green flurry of liquid spreading into his bloodstream. His eyes glowed for a brief second and he sighed with satisfaction as the creeping black skin ebbed back slightly. "I'm better...for now. Thank you Bernard. How many more vials do we have left?"

"One sir...One left." Bernard gulped. Norman froze for a second and swallowed hard over the fearful lump in his neck. He placed the empty syringe on the plate and readjusted his collar. "Tell me Bernard; are the Benefactors here to listen to Oscorp's proposal?" He said with a raspy undertone to his gravelly voice. Bernard gulped and nodded.

"Good. After that whole incident with Connors, we had to shut down the biochemistry labs, clear out all his research. Put it into storage and tell the employees it was destroyed; A lot of hassle for one insane man's chaos." He snapped, pulling his black jacket over his broad shoulders, straightening up and doing the buttons up.

He turned from the mirror and faced Bernard. The elderly man pulled an A4 sized envelope out of his pocket. "From Harry, sir; I believe it's a Birthday card." His dry wrinkled lips curled into a smile. Norman's expression remained neutral as he took the card, opened the envelope and pulled the laminated card out. He flicked it open, mouth never curling into a smile or even to a frown. He simply stayed neutral.

_Dear Father,_

_Happy Birthday! Get well and I'll see you soon hopefully. Miss you._

_Love Harry xx_

Norman looked it over like a business report, eyes flitting over the words without so much as an emotional response from him, He sighed through his nostrils and shut the card, crumpling it up in his huge hands and dropping it into the bin. Bernard watched with a pang in his heart as the bin lid shut and Norman adjusted his tie and name badge.

"Shall we?" He suddenly brightened up, offering his hand towards the door, following Bernard out.

The door shut and the loud bustling of overlapping conversations sounded. He scratched his neck before walking over to the group of elderly men and women in suits and ties. He slapped a fake smile on and offered his hand as the people turned to him.

"Norman Osborn, CEO and head of Oscorp industries, lovely to have you here today." He grinned his teeth. The people exchanged looks with one another before nodding to Norman, making him raise a confused eyebrow.

"Hello Norman, a lovely home you have here." The main Benefactor said, a slightly rotund chested man with slick back grey hair and a thick mustache of white. "I'm Francis Dalais; this is Heather Langhorne, Richard Evans and Colonel James Rhodes." The man introduced the other members and Norman grinned as he shook the large black skinned hand of the Colonel.

"Ah...the man behind the Iron Patriot. I must say, I heard about all that...craziness with the Mandarin and Tony Stark, how's he doing?" Normand asked, crossing his large arms.

Rhodes gave a faint chuckle, nodding at him. "He's better. Better now his home's being rebuilt and he doesn't have an Arc Reactor keeping shrapnel out of his heart."

"Yes well, what Killian did was unforgivable. I heard AIM has been shut down indefinitely, along with the Extremis project?" Normand asked, rubbing his chin. Rhodes nodded as he crossed his arms, the medals across his dark blue suit jacket clinking.

"Hah...yeah, yeah that's done and dusted." Rhodes bounced his head, Norman chuckling with a grin.

"Well good, glad to see there's some good left in the world. Now..." He clapped his hands, rubbing them together. "Shall we discuss the proposition we're all here for?" He held his arm out and beckoned towards the large double oak doors across the room. The group gave a few faint chuckles and followed Norman.

They soon entered the conference room, and the silence echoed when the doors to the party shut. The benefactors sat down and watched him sit opposite, adjusting his seat. Norman rested his elbows on the table, hands pressed together, fingertips bouncing off his nose tip.

"Now, what we all want to know, is what Oscorp is capable of, besides Military grade weapons, bio-genetics and even..." He scratched his fingers over his raging itching neck, the black veins creeping up the skin like prickling cactus fingers. "...looking into curing ailments."

He clapped his hands together and stood up, looking to the projector in the middle of the oak polished table. The holographic projection sprung to light and a blue hue filled the room as a three dimensional projection of a human skeleton flickered to life. Norman grinned with a hearty chuckle at the huge hologram rotating above the table.

"Now, what we have here is the human body. Simple, elegant, evolution at its finest, correct?" he asked rhetorically to the room. The Benefactor's simple jotted things down on their pads while Rhodes watched the hologram spin slowly.

"Now, this is the human body, with an infection, for this experiment, it was Lung Cancer." Norman swung his hand through the air and a set of red holographic lungs appeared within the blue skeleton. Inside the red lungs were a large cluster of brighter red light. Norman pointed to it. "This is the infection itself, spreading after three months of Chemo-therapy. Now as you can see it is working, it is fighting the cancer...but it keeps coming back stronger and stronger, until sadly the test subject..." The whole hologram flashed red and Norman sighed. "Died."

The room sighed, shaking their heads sadly. Norman knew he had them. "Now, _this_ was a test subject - with Lung Cancer, exactly the same - after using Dr Connors regeneration biochemical agent." He pointed to the newly erected hologram as the red flashing infection decreased in size, yet still lingered.

"It's fighting it, it's keeping it at bay, but it's still not curing it. When the serum he devised wears off..." The red flashing infection in the holographic lung grew larger. "It grew back." He huffed.

The room let out a few huffs of confusing and frustration, pens scribbling on their pads. Rhodes flitted his eyes down at his wrist watch device, checking the security fed of the rooftop, the blue, red and white Iron patriot suit still stood motionless and empty without him. Happy it was safe, he peered back up.

"And here is the newly proposed serum..." Norman pointed to the hologram above. a green holographic liquid sunk into the lung and soon enough destroyed all of the holographic cancer cells. The room's eyes widened and Norman smirked, chuckling.

"I know, I know, it's impressive. What we see here..." His eyes glazed down at the Benefactors. "Is Extremis." He said as the room erupted into fury, Rhodes's eyes widening.

"This is outrageous! You know the dangers of this serum!" Francis roared as he stood up. Norman scoffed and shook his head.

"Killian's serum was incomplete. Here at Oscorp, we were able to understand the genetic makeup of the brain, tapping into what controls human regenerating function. What lets the brain heal a certain wound? That was what Extremis was trying to understand, before _he_ turned it into a terrorist weapon." Norman explained, hands pressed together as he paced.

"In Oscorp's hands, Extremis is no longer a weapon, but a cure. The genetic coding of the brain is at our fingertips now, and we can rewrite the code in the brain which controls healing. We can - theoretically - cure all ailments, if I get the funding to perfect this formula." He scratched at his neck. Francis shook his head.

"I always suspected you were as mad as your father, but to use Extremis, after all that happened? After all Stark and his Iron Man suits stopped? What about James over here?" He pointed to Rhodes.

"I'll admit, it was hasty to go ahead with human trials so early, but as you can see the results speak for themselves!" Norman explained. Francis and the other Benefactors scoffed and stood up, shaking heads. "Please...Please, I need your help!" Norman cried out.

"Enough Norman, this is too far. You knew the dangers, and you continued to toy with them; how can we trust a company that allowed an employee to become a massive lizard, hell-bent on infecting the city, with _your_ company's work?!" Francis pointed an accusing finger at Norman. He scratched at the spreading illness.

"Please, I_ need_ this to work!" Norman begged, not for his work, but for his own survival. Francis scoffed.

"Forget it. Extremis is off the table. You know the dangers." He collected his papers from the desk and snapped his vision back at Norman. "We'll be sending a team to destroy your Extremis work within the week. Any attempt to duplicate it or hide will end with you in a _padded cell_." Francis snarled. Norman breathed raggedly, knowing his chances at curing his ailment for good were vanishing.

"Oh. You're off the board of directors as well." Francis snarled, Norman's eyes widening. "I won't have some..._lunatic_ using Extremis related to us. Sorry Norman, _you're out_." He snapped, following the other furious Benefactors out of the room. Rhodes sighed and followed.

"Out am I?" Norman snarled, scratching his neck profusely. "No...No! NO!" Norman roared, slamming his fist on the table repeatedly, throwing his projector at the wall till it exploded in a million fragments. He stood, catching his breath, looking intently at the screen on his desk, showing four different feeds from security cameras. He watched the rooftop camera feed as Rhodes shook hands with those...infuriating, blind Benefactors, before stepping into the boots of the Iron patriot suit, the metallic blue and red armor folding around him. Finally he blasted off.

Norman's eyes flitted up to the Venetian blinds across the rattling glass window, watching the rumbling vapor trail stretch across the winter night sky, the Iron Patriot suit disappearing into the clouds.

"Out...am I?" Norman snarled, the black veins of his virus pumping the blackened tar-like blood across his body. He needed to find a cure...soon. No matter the cost.

...

Peter, Gwen and Aunt May all sat around the small table in the dining room, the sounds of clinking cutlery and chewing being the only noise coming from the table. Peter swallowed a bite of chicken and looked to his side, Gwen sat beside him and May opposite. Gwen was intently staring at her plate, fork pushing food aside and scraping across the plate.

It seemed things were still slightly tense between them after the fight, even after they made up outside in the frigid snow. Aunt May peered over the tops of her glasses at them.

"This...this is really nice, Aunt May." Gwen smiled weakly at her, attempting to make any sort of conversation. She cleared her throat and lifted a piece of chicken atop her fork into her mouth. Peter dropped his head into his palm and pressed his elbow into the table.

"So what's going on with you two?" May asked, eyes never lifting from her plate as she cut a segment of chicken. Both Peter and Gwen snapped their eyes up at her, back's suddenly straight.

"Wha...what?" Peter gulped, rubbing the back of his head. May scoffed and sagged her shoulders, titling her head at them.

"Oh please, I'm old not blind. You were head over heels earlier, both of you, now you won't say a word to each other." May rolled her eyes at the bashful pair. Gwen cleared her throat and attempted to explain.

"Well...thing is...we had a..."

"Fight." Peter said as he bit into a piece of chicken. Gwen's head slowly turned towards him. May raised an incredulous eyebrow.

"What are you doing?" Gwen whispered. He shrugged.

"We did, but now we've got it all out in the open, we're good, right?" he smiled that same lop sided grin he always did. Gwen scoffed a laugh and couldn't help the smile curl across her lips.

"Yeah...we're all good now." She smiled at May. Aunt May gave a nod and smiled.

"I hope so dear. My boy here..." She chuckled at him. "He's been crazy about you for so long." Peter groaned and dropped his head into his hands, fork clinking on the plate.

"Really?" Gwen smirked. May nodded, biting into a piece of broccoli.

"Oh yes. I remember when I was taking him to school years and years ago, he was sat in the car, outside the school gates, and he saw this little blonde girl walking into the building, big old rucksack on her back and a bright future just ahead..." May smiled, sipping her water before continuing. Gwen smiled and blushed, eyeing Peter in the corner of her vision as he groaned into his palms, what was visible of his face now hot red.

"...and he sat there, looking at this blonde girl walking into school and he said to me, _Aunt May, Aunt May, is that an angel?_" she chuckled as Peter groaned, shaking his head.

Gwen smiled happily and felt her heart ignite with a flutter. Peter had had a crush on her since they were no more than thirteen. To know he'd liked her for so long made a constant smile crease her red velvet lips. But also made her slightly guilty, in that she hadn't really noticed him for who he was until he stood up against Flash to protect the boy being bullied during Lunch. The punches and beatings he took all to protect a kid he's never spoken to. He had the makings of a hero long before the radioactive Spider bite.

"He...You said that?" Gwen smiled as she turned to him. He lifted his head sharply from his hands and arched his spine back, eyes intent on the ceiling. He swung his head back down and shrugged, wetting his bottom lip across his top one, licking the dry chapped skin. His large brown eyes met hers.

"Yeah-no, yeah I mean, -yeah I guess I did, I..." He huffed and gave Aunt May a sarcastic _thanks a bunch _smile. She shrugged and chewed her piece of chicken.

"No, no that is...that is really, really sweet Peter. Kinda dorky too..." She smirked as he sighed and dropped his head loosely. "...But incredibly sweet none the less. I-I don't get why you didn't just talk to me?" Gwen asked in her usual raspy voice, biting into a small piece of chicken.

"Because I was the dorky kid who got picked on, not the brave courageous kid who asked the most beautiful girl in school out." he shrugged, his voice no more than a whisper.

"Peter...I'm a dork too, remember?" Gwen chuckled, her lips curled into a grin, her freckled cheeks pushing up under her vibrant green eyes. Peter nodded sharply.

"Yeah, yeah, yeah, I know that-I know that now...but back then...I just...kept my head down, you know?" He huffed. Gwen chuckled at him.

"Am I...Am I - do you still think I'm an Angel now"? She huskily chuckled, eyes flitting over his. He grinned and eyed his plate, lips gently rubbing over each other, a blush on his cheeks. "Oh my god, you so do! You dork!" She laughed as he threw his head back up, his hands lifting up to gesture.

"I never-no-no-I never said that, I just..." He huffed in defeat at her wide eyes and constant sarcastic nodding, mouth open into a large lop sided grin. His hands slapped onto the table in surrender and she bumped her shoulder to his. Aunt May smiled and stood up, taking her plate into the kitchen, hearing Gwen and Peter laughing and chatting in the dining room.

"Oh my god, you so did!" Gwen laughed hysterically.

"No, no I didn't! No I didn't!" Peter countered as Gwen laughed a snort. "Ha, see you snort when you laugh too much!" Peter chuckled.

"Shut up!" Gwen laughed, snorting again."And that isn't a fair argument."

"Oh, how so?" Peter countered, feeling braver. May cleaned her plate in the soapy water, grinning as she listened to the pair banter one another. May walked over to the dishwasher and placed the dish inside. She turned and looked into the other room, seeing Gwen laughing and Peter grinning, finishing off his meal along with her. Aunt May wanted nothing more than to see her boy smile, and when he was with Gwen, it was all he could do. She was a light that illuminated the darkened heart of a boy who had lost a lot. Gwen was also just as dark when her father died, both of them having time apart meant that the smiles vanished and tears flowed. While May was there to comfort him, he still didn't feel whole, not until his matching piece came back.

The perfect metaphor for those two, a set of puzzle pieces: Without each other, they weren't whole, they weren't complete. But when latched together with no space between them, they created one beautiful image, like pixels from a distance.

May shook her head and rolled her eyes as the pair locked lips, their fingers laced together beneath the table. May took her book from the table-side and walked by the table.

"I'm going to go upstairs and read my book for a bit." May smirked as the pair split, wiping their lips and rubbing the back of their necks, Peter clearing his throat. He nodded and gave Aunt May a thumbs up, unable to lift his eyes to hers out of embarrassment. She chuckled and climbed the staircase.

"Keep it P.G rated, please!" May called, making Peter groan and drop his head, his forehead clanging on the table with a thud. Gwen scoffed and shook her head. She reached a hand over and pat his head like a dog, swallowing her lips between her two rows of teeth.

Peter lifted his head and looked over at her. "So...we _are_ good, right?" he asked. she raised an eyebrow and looked from left to right before back at him, as if checking to make sure he was talking to her.

"You think I'd be kissing you like that otherwise?" She scoffed. He chuckled weakly with an airy grin. "Yeah, we're good Peter. Just...a lot bottled up that I let out on you...sorry." she huffed, hands in her lap as she sat sideways on her chair to face him. He nodded in understanding, eyes looking down at her hands.

"You...want to talk about it?" He asked. She huffed and groaned, shaking her head.

"No...urgh, no not really. I just...I want to happy, you know?" she smiled weakly. He nodded sharply a few times and cups her hands out of her leggings lap. "I just...want to smile, which I-which I do around you. I mean...I genuinely smile when I'm around you." She smiled. "You make me happy. I don't want to think about any of _that_ right now, I just want to smile and laugh." She said, shoulders bobbing as she peered up sharply with a flick of her fringe and ponytail.

"I think I can do that." He chuckled, rolling her hands over in his, thumbs caressing the pads of her palms. She smiled and moaned, closing her eyes at his loving administrations. His thumbs circled her sensitive palms, and she reopened her eyes to see him studying her face lovingly.

"See something you like, Bugboy?" She smirked as he squeezed her hands softly. He grinned and peered up; lop sided curl to his lips.

"Maybe...you might know her." He decided to play along. Gwen chuckled at him opening up more to her and let him play on.

"Oh? What's she like?" she asked, giggling gently at his hands tickling hers.

"Well, she's the most beautiful flower in the world..."

"Flower?" Gwen chuckled, Peter blushing as a lopsided grin hit his face, shaking his head.

"I'm trying, this-this is new to me." Peter huffed with a grin, Gwen nodding. "She's got blonde hair, the most incredible green eyes you could ever get...ever get lost in." He smiled, eyes locked with hers, admiring every single strand of lime green and dark olive that made up her incredible complex irises. She gulped and let him go on, smiling at his loving words.

"What else?" She asked, tilting her head slightly, her quiet voice like a husky trail of smoke from her velvet lips.

"She's just...just perfect." He smiled, Gwen chuckling and shaking her head as she looked at their palms.

"We're such dorks." She grinned as Peter laughed outright.

"Yeah, we are." He smiled, looping his fingers around hers. "Would you...would you have it any other way?" he asked. She quickly captured his lips with hers, hands still glued together in their laps. Her fringe caught around his, a meshing of bright blonde and dark brown as they peeled apart.

"Never." She smiled. He stood up, still holding her hands, reluctantly letting go, Gwen pouting unhappily. He took her plate and his into the kitchen and emptied the small remains into the bin, cleaning them off and placing them in the dishwasher.

He turned around and Gwen was nose to nose with him. "Um...I should...I should probably go home." She sighed, eyes flicking up to his. He huffed and nodded in defeat.

"You sure?" he huffed. She nodded and grinned. Peter sighed and closed her eyes, nodding as he pulled Gwen into a hug, hands around the small of her back. she wrapped her arms around his neck and buried her face into his shoulder.

"I'll take you home." he smiled as she cooed, both swaying ever so slightly in the kitchen, both in each others arms. Gwen reeled her head back, nose inches from his.

"More swinging?" she chuckled at him, opening her eyes to his nodding, grinning face. "_Grea-tah_." She sarcastically grinned. Peter took her hand and led her up the stairs to his room, getting his suit ready for a swing across Manhattan.

...

Norman slouched into his leather chair, tie undone loosely around his neck along with the collar, the black veins spreading up to his jaw. In one hand was a bottle of Whiskey, and the other, balanced between two fingers was a cigar. By this point the party was long dead, silence echoing through the Osborn home.

The darkened room let strips of low light ebb horizontally along his features, leaking in between the blinds. He huffed and swigged the whiskey, watching the never changing skyline of Manhattan at night. Smoke rose from his cigar in a wispy line as he puffed on the thin rod of fermented tobacco.

He groaned in a raspy low growl, looking on at the towers of black, flickering lit up windows dancing across their features occasionally. Norman took another long swig of Whiskey as he watched a thin strip of web latch to a tower and pendulum swing to the next, another web emanating from the small red and blue man, with a blonde dab to his shoulder.

Norman sat up straight and stood, pacing to the glass. He peered between the blinds at Spiderman swinging across the city. "You think your life is so perfect Spiderman, with your powers and your fan clubs?" He swayed from the woozy affects of the alcohol. "Look at you. Not a care in the world, not an ailment to worry about." He growled, scratching at his neck and the creeping hand of black veins. "Not the imminent threat of death, because a group of pretentious _assholes_ won't help fund your research, even when it is _proved to work_!" He roared, throwing the bottle across the room with a crash in the corner. He huffed and sighed, rubbing his brow.

"I _will_ find a way to get what I want, what _I need_." He snarled, turning back to the window, watching the spider swing across the cityscape.

...

Peter landed on Gwen's fire escape with a gently thud, Gwen chuckling airily as she tried to flatten her windswept hair and get over the woozy sense of vertigo. He removed the torn mask of his ruined suit and grinned at her.

"That...that was fun." She chuckled. He smiled sadly and caught her chin between his fingers softly, looking into her eyes.

"I promise we'll have a day or two where it's just you and me...no Spiderman." He promised. Gwen smiled and sunk her head into his hand as it turned and slid along her jaw line, up behind her ear and pulling her into a deep passionate kiss. His firm lips sunk in between her soft plump velvet ones, suckling on her bottom lip before pealing apart for air.

"God...ea...easy, Bugboy." She blushed, catching her breath. He shrugged and smiled, opening her window for her. She ran a hand through her hair and huffed, trying to gather her composure after such a passionate moment.

He looked back from the window and she gulped, nodding. she stepped into her room and he crouched on the cold metal, feeling the air lick the exposed skin of his torn suit. She sunk to her knees on the shelf and pressed her palms into the window frame as to support herself, peering up at his eyes.

"So...I guess I'll see you tomorrow...Christmas Eve and all." She chuckled weakly. He nodded with a curl to his lips, brown eyes leaking into hers. Her eyes widened. "Damn, we didn't...you know, work on the new suit." She sighed, looking over his ruined one. He shrugged and gave an "Eh."

"We can do it another day." He smiled. Gwen nodded and looked back up at him. Peter stared into her eyes, admiring her every feature, everything perfect that made up Gwen.

"I love you." He said matter-of-factly. She nodded with a flutter in her heart. "You know that right? No matter what, Spiderman getting in the way, I - Peter Parker - Love you Gwen Stacy, I always will." He said so proudly and sternly, no sense of regret or tripping on his words. It couldn't get more factual from Peter Parker.

"Get here." She beckoned him with a curl of her index finger, biting her lip. He nodded and leaned down, surprised when she pressed her palms into his cheeks and crushed her lips to his in a desperate, passionate, almost final-feeling kiss.

She peeled her swollen lips off of his and he was woozy from the sudden passion. He gulped and cleared his throat, nodding profusely. The almost cross eyed look on his overwhelmed features made her chuckle.

"And I love _you_. Now go on, I can hear the sirens, just...be careful." She pleaded, with a weak smile. That was the great thing about Gwen. She was always going to let him be him, no matter what. Sure she wanted a couple of days where it was just them, teenage problems and issues, not crime fighting issues, but that was a tiny ask compared to everything she's put up with and done for him. If she could let him be him, then he could take one or two days to hang up the suit in his closet and leave it to gather a thin film of dust.

He nodded and turned, pulling his mask over his head, the split fabric on the crown coming apart from the seam further each time. He looked through the cracked lenses down below at the white snow stained streets and rooftops. He looked over his red and blue spandex shoulder. Gwen looked worried behind the fake smile.

"I'm gonna come pick you up tomorrow at noon, from the lobby this time." He chuckled, Gwen raising her eyebrows in feigned shock. "Then I'm taking you out to lunch-Recently got a generous payment from Jameson-wherever you wanna go. Then we'll go from there. How's that sound?" he asked.

"Great...really great." She smiled happily. He bent down and cupped her cheeks in his gloved palms, pressing his masked forehead to hers. She closed her eyes and savored the closeness. "Be safe." She finally sighed. He scoffed and stood up, sauntering backwards with a confident swagger.

"Pfft, please. This is me, Gwen, I'm alwa-argh!" he slipped backwards and disappeared off the fire escape.

"Peter!" She gasped.

Finally a web shot up and he swung back up, away and across the city sky. "Woo-hoo!" He hollered. Gwen scoffed and shook her head before closing the window and attempting to get some sort of sleep, whether it be too excited or too worried. She could never tell.

...

Peter was distracted to say the least as he swung across Manhattan's spinal column of connecting streets and roads. He was high above the ground, vertigo swooping and rising around him with each swing.

All he could think about was Gwen, whether it be her smile, her lip biting, her smirk, her soft lips against his, her wide eyes, her blonde hair cascading down her shoulders, her creamy skin, it was all too much for his mind to focus on. Her amazing sense of humor, her stunning voice, her laugh, everything cloudy his mind.

All of these thoughts meant that he kept stumbling over the quieter thought of _"Did I forget to do something?" _He shook his masked head and continued to web across the night time city skyline, following the sirens below. He tried to focus on that, but then all he'd see in his dazed eyes were Gwen's round irises blaring bright green against his. She was plaguing his mind, popping up every few seconds, no matter how hard he tried to shove the thought down.

He wanted to rake his fingers through her hair, he wanted to massage her lips with his, he wanted to make her moan in his mouth, he wanted to kiss her soft earlobes and trace smaller pecks down her soft neck.

Once again, he shook his head and continued to swing, seeing no cop cars below. "Crap! Where'd they go?" he groaned, head flitting left and right. He looked over his shoulder and saw the cars around a black SUV, the policemen hauling a man and woman out in handcuffs.

They'd saved the day while he was too busy fantasizing about his girlfriend. He rolled his concealed eyes and groaned in defeat, deciding to swing off home. He mumbled under his breath and for the rest of the swing ride home, he was in total silence, swooping and swinging on autopilot as his mind was miles away.

_I'm sure I forgot to do something, god what was it? Damn, being a lovesick dog is annoying! I mean it's great but...Gwen...ahhh...sigh. _

He slapped himself mentally for the love struck sigh in his throat at thinking about her, rummaging through his mind for any sort of clue as to what he forgot. He lifted his wrist and fired another web to a tower, swooping down and through the cold winter air, high up into the sky after the pendulum act. He swung again and again, mind thousands of kilometers away as he delved deeper and deeper, trying to remember what he forgot.

_Did I lock the front door? Did I say goodbye to Aunt May? Did Gwen forget something? Did I need to pick up any meatloaf? No...No of course not. Damn what is it?_

He shunned the thoughts and lifted his wrist, going to fire another Biocable, only this time a small dribble spit out and a loud splutter came from the device. He tried again, freefall imminent. Again, nothing happened. As gravity began to pull him downwards, he tried the other arm, another puff of gas and sound of an empty cartridge.

"Oh no, no!" he shouted helplessly as he began to fall faster and faster, frantically pressing the trigger pads, nothing firing. "No! Argh!" he cried out as he dropped below the skyscrapers.

With a cry he hit the brick wall of an apartment block, the wall cracking and spraying chips of shattered brick. He fell away instantly and smashed into the other wall opposite, groaning in pain. Finally he hit the side of a parked car and rolled off the dented automobile into a face down snow pile. The car's alarm blared and the amber lights on the headlights flashed repeatedly.

Peter groaned and rolled over in the snow, his body on fire with lactic acid and shooting fingers of fiery pain scraping along his muscles. He sat up, despite the cry of horrific pain in his abdomen. He pulled his blue spandex knees up and groaned before standing, gritting his concealed teeth.

"So...argh...that's what I forgot to do. Reload...the web shooters." He sighed, limping past the alarm wailing car. He stepped out into the street and began to walk, ignoring the weird looks people were giving him. He stepped into a narrow alleyway out of sight and sat down behind a dumpster, shaking his head as he opened a pouch on the back of his suit, pulling out two small round cartridges.

He felt stupid for being so distracted as to forget reloading his web launchers. A sudden pang of guilt and realization hit him like a brick in the face. What if he'd run out while Gwen was with him, both of them falling to earth? Luckily his superhuman strength saved him from the fall. Gwen wouldn't have been so luckily.

He shook his head sharply and didn't want to think about it. "Gotta be on the ball more, Pete." He chuckled dryly at himself, slotting the new cartridges into place. He stood up with a groan, the pain in his leg dampening his muscles as they soaked up the lactic acid, like flesh and tissue sponges.

He shot a web upwards and left the alleyway, heading home, trying not to think about how hard it was becoming to juggle being Spiderman and loving Gwen. The more and more he fell in love with her, the more and more he was forgetting to do things as Spiderman. He wouldn't admit it, but it was getting difficult to keep it going.

He swung home with the new cartridges and hopped in through his window, climbing into bed and pulling the bed covers over his red and blue spandex covered body. He'd get changed sometime in the morning, not like he had to do anything tomorrow, or needed to set his alarm for anything, anyway.

...

* * *

**Author Notes: What'd you think? Norman Osborn (Iron Patriot Norman Osborn!) thought I'd change it up a bit! And Gwen and Peter, awww! Will he remember to wake up early and go get Gwen for date day? Find out next time dun-dun-dun! Love you guys and let me know what you think so far! - Dave**


	7. I'm Goblin

**Author's notes: Enter the main Villain in all his glory. enjoy guys, more fluff between Gwen and Peter to come, plenty actually! - Dave**

* * *

**Chapter Seven: I'm Goblin**

...

Norman sat in his chair, eyes set on the darkened damp corner of smashed glass and stale whiskey. He gulped over his dry throat and blinked his milky bloodshot eyes. He went to sit up from the leather seat, only for a crippling keel of pain to gnaw at his gut. He winced and felt the fire burn in his muscles. He frantically untied the belt of his dressing gown and looked over his pale stomach, no definition to the tiny muscles.

He gasped and gritted his teeth upon seeing the mark of death, a large blackened bruise spreading up his torso, thousands of tentacle-like black veins stretching outwards and up his torso. Norman's heart thumped heavily in uneven rhythms and he fell out of his chair, gasping and clutching for air as his virus wrapped its cold fingers tighter and tighter around his chest, squeezing his organs to mulched pulp.

Hurriedly he got dressed in his black suited attire, askew tie and undone collar buttons aside, making his way out of his mansion and towards the awaiting polished black limousine.

"Where to, sir?" The blonde haired man at the wheel beamed. Norman gasped and wheezed, coughing as a pair of black veins walked their way up his neck.

"Oscorp...Tower." He coughed. The driver took a few second glances to make sure the wheezing man was fine, before setting the vehicle out of neutral and roaming towards Manhattan. The black vehicle sidestepped and winded its way around a sea of yellow taxi cabs.

Norman coughed into his palm, feeling a puddle form on his hand. He winced and opened the trembling fingers, seeing a small pool of red gore. His heart thumped harder and he began to panic as a fizzing sensation struck his ears, his eyes blurring and narrowing to a blackened tunnel.

"Huh...huh...hurry." Norman wheezed as his eyes rolled into the back of his head, succumbing to the muffling black that crawled around his eyes.

"Sir? Sir!" the last words echoed before silence and blackness claimed him. The panicked Limo driver mounted the curb outside of the titanic rod of metal know as Oscorp tower, towering high into the cloudy abyss above. Construction crews clad in neon orange vests sat on benches and worked with thunderous power tools, repairing the damage caused by Dr Connors during his cold blooded assault on Manhattan. The radio mast that had fallen and tumbled from Oscorp's roof had all but been cleaned up, the replacement being fitted over Christmas.

Norman clambered out of the car on his hands and knees, a string of saliva and blood hanging like a pendulum from his bottom lip. The driver hopped out of the car and coiled an arm over Norman's shoulder. "Sir! W-We need to get you to a hospital!"

"They...They can't cure it. B-But I can...delay it...quickly..." he gasped as the driver went against his better judgement, helping the man up the array of concrete steps, achieving weird looks from passersby and construction workers.

"Merry Christmas Mr Osbor..._Jesus!_" the doorman greeted, covering his mouth as the man himself stumbled through the door. He staggered across the empty lobby, his leather shoes scuffing and sliding across the floor, hands and knees towards the elevator as cold fingers of black tar filled veins coiled around his throat.

He fell against the elevator, coughing and spluttering into the marble floor, the cold slabs against his face soothing his burning sweat drenched skin. The doorman and driver were by his side. "Spe...Special...Pro...Jects." Norman wheezed, finger pointing up at the array of illuminated buttons by the chrome doors.

The doorman quickly punched the floor button and the elevator's agonizingly slow descent began. Norman managed to stand on jelly legs, leaning to and fro as his skin boiled and burned beneath his suit. He keeled over after five violent gags and a bloodied vomit stained the floor. He wiped his mouth and ignored the screams and gasps of people nearby. He stood up with all his might and stared down the door, snarling his lip at the distorted reflection. The way his chin elongated in the warped metal, his ears extended and his short hair looking long and slick back. He almost looked like a...Goblin.

The doors opened and he staggered inside, shutting them quickly, leaving all the panicked onlookers in the lobby. He leaned against the railing and shook his head as what felt like a large cold hand squeezed his left eyeball, tightly. He shook his head and breathed heavily through pursed lips as the lift descended. His vision was spinning and disorientating, several overlapping images winding around each other blurrily. He closed his eyes tight and prayed to hear the ding of the bell.

Soon it did and the doors parted as he stumbled through into a darkened room, illuminated with a green glow. He continued to limp and stagger, hands against any sort of wall to help keep him upright, sliding his palms over the metal girders.

He walked past many glass containers, each holding something unique: Four large metallic tentacles in one, a half built Mech, almost Rhino in appearance resided in another. A larger set of mechanical wings stood in the next container. He stumbled past them all, glancing out of the corner of his eye at the incomplete suit stood atop a huge green glowing metal glider.

He tore his gaze back and saw the container he needed: The last vial of his medicine to combat the flooding bile in his veins, which was quickly killing him. His trembling hands unscrewed the cap and took the green fluid filled canister out, extending the needle with a click and slamming it into his arm, sighing with relief as the warm fluid swam through his congested bloodstream, breaking down the metal fibers and tar. The Osborn genetic disease was stopped...for now. Norman needed a finished cure, and soon.

He sighed and dropped the empty canister, letting it roll across the floor. He looked at the empty slot of where it used to reside. His last vial...gone. While Venolium was now extinct upon planet Earth, meaning any hope of making more of his medicine all but shattered, there was still a ray of hope: The Extremis project upstairs, a way to repair organs and destroy ailments. But it wasn't finished, nor safe.

Norman sighed and rubbed the bridge of his nose. Time was short, and the Benefactors organised a team to destroy his life work, his only hope of a viable cure. He had to stop them, and he had a week to think of something, or he'd be dead.

He slumped down the side of the counter and let his heavy breathing subside, head dropping into his hands. It was then and there, amongst the most secret projects and most dangerous weapons Oscorp could manufacture, that Norman Osborn cried.

...

Gwen sat at the breakfast table, dressed in her most gorgeous ensemble, her makeup donned to perfection. Black mascara around her round eyes made the green of her irises burst against the white of her sclera's, her nose powdered and her cream skin clear of all blemishes, a dusting of freckles making her look adorable as always. Her full lips were clad in red lipstick and her hair flowed down the sides of her face in wavy curls of blonde, like twisting waterfalls of gold.

Her body was hugged in a curve snug red top and her legs were adorned in dark blue jeans, just to add a little _Spidey_ to her appearance. She sat at the table, one hand holding a piece of buttered toast and the other on the flattened open Daily Bugle newspaper.

She crunched the bread and flit her eyes over the articles, smiling proudly when she saw Peter's column, a large photo of Spiderman swinging across Manhattan, beautifully in shot with the jungle of skyscrapers tall behind him, along with the vibrant sun on a blue canvas. She ignored the bold title of _'Menace back on the streets after Oscorp Lizard fight.' _Gwen rolled her eyes and continued to read the newspaper as her headphones blared _'ACDC: Shoot to thrill'_ in her ears.

It wasn't her normal type of music genre, she was more into classical and occasionally lyrical music, but she fell in love with the song after watching Tony's intro to the Stark Expo a year ago. How he barreled downwards from the cloudy heavens, landing with a thud as the stage formed large mechanical arms and removed the suit from him: Incredible. The science behind it baffled her, thus making this brainy girl fall for it without a doubt.

She bobbed her head to the thudding drums and electric guitar roar, Brian Johnson's incredible voice making a smile curl her lips. She ignored her bickering brothers across the table and flicked the page of the newspaper over, finishing her piece of toast.

She read the article on the Mandarin attacks, looking over the devastating photos of Tony Stark's destroyed home. She read about Extremis and Aldridge Killian. Gwen tusked and shook her head, reading on as her fingers smoothed the paper corner between finger and thumb.

Suddenly an earphone left her ear and she awoke to reality as her Mother stood with her hand on her hip, earphone pinched between fingers. Her hair was still bed messed and she was wearing a pink dressing gown. She had a raised eyebrow on her features. Gwen turned her IPod off and looked to her Mom. Helen dropped the earphone and asked Gwen again.

"Did you hear what I said?" she asked with a half chuckle. Gwen sat quietly for a moment, eyes flicking back and forth across the room before finally shrugging. Helen huffed and pinched her brow.

"Why so dolled up, I asked." she smiled. Gwen mouthed an "oh" and let an airy chuckle leave her lips. "Oh...does someone have a date?" Helen grinned, prodding her daughters shoulder gently. Gwen scoffed a laugh as her Mother sauntered over to the Kitchen counter, pressing several slices of bread down into the toaster.

"Yeah. Peter's taking me out at noon." She smiled, looking across the table at her brothers; both were sticking their tongues out and gagging at the love struck teen, just as younger siblings do. She stuck her tongue out back. Helen sighed and leaned against the counter and looked at Gwen.

Gwen peered over at her, sucking her tongue in. "What?" she asked. Helen sighed and shrugged.

"I told you not to see that boy, did I not?" she asked rhetorically. A part of Gwen loved being rebellious for a change, but most of her was sick of her Mother spouting vile about the heroic and loving Peter Parker.

"Yeah, I know. But I love him and-

Helen sprayed her coffee from her lips, wiping her mouth and coughing. "What?! _You love_ him?"

"Erm...yeah-yeah, I believe that's what I just said." Gwen said sarcastically, narrowing her eyes beneath the curling hair of her fringe. Helen sighed and shook her head to the ceiling.

"_Why_ aren't you listening to me? Honestly Gwen, you're a bit old for the rebellious streak."

"Nope, _I'm_ being the adult here; I'm doing what makes _me_ happy for a change, not other people." Gwen shrugged, turning back to the newspaper.

"Excuse me?" Her Mother snarled with wide eyes at her daughter. Gwen huffed and threw her head up, looking back over her shoulder.

""I said, I am going to do what I want for a change. I'm sick of being told what to do. Nobody makes my decisions for me, okay? This is my choice, _mine_." Gwen prodded her chest. Helen huffed and rolled her eyes, throwing her hands up in submission, turning back to the toaster. Gwen shook her head and looked back at the newspaper, pressing her bare arms on the table, her bracelets clinking.

Both the boys watched her and then her Mother, wondering if it was over. Gwen was thinking the same. It wasn't like her Mother to just give up. There was more in store, no doubt. Right now though, Gwen couldn't care as she managed to lull her heart to calm down its angered rhythm. She pressed the missing earphone into her soft ear and hooked her hair behind her ear. With a click of her finger in her tight pocket, the music roared back into her ears and she went back to reading the Newspaper in peace.

She licked her finger and thumb and pried the pages apart, going to turn them, stopping half tilt as she saw something on the page. She dropped it and looked upon the column: A large photograph of Lt Colonel James Rhodes in the Iron Patriot armor, the bright metallic, blue, red and silver colors looking exquisite upon the once War Machine suit. She read the article, head tilted down as her hair brushed the pages. She took the bundle of locks and swiped them up behind her ear, eyes flitting over the words.

'_Christmas Eve show in Times Square! Come and meet the Iron Patriot for a once in a lifetime experience! Loud Music, fireworks and a special guest!'_

Gwen chuckled softly and shook her head, removing her earphone, looking up as her Mother sat down with her toast, opposite Gwen. "Hey, have you seen this? The..." she cleared her throat. "The Iron Patriot comes to New York!" Gwen put on a deep militant bravado voice to emphasize the point, making her Brothers giggle, yet her Mother didn't even curl her lips, intently focused on spreading butter on her toast, scraping the dry bread. Gwen sighed and shrugged, going back to the Newspaper. She did like the idea of the festival, but who was the special guest?

...

Peter's eyes slowly peeled open and he pulled the duvet off his head, groaning groggily. He rubbed a free hand over his scalp and ruffled his crazed bed hair. Slowly he blinked and became aware of his surroundings, his bedroom, and the fact he was still clad in his Spiderman suit. He sighed and sat up, regretting it upon feeling the lactic burn and aching in his side.

He threw his legs off the bed and groaned as he peeled the suit up his torso slightly, seeing the blackened bruise. He gritted his teeth as he gently prodded it with a gloved finger, the swollen skin and muscles paling under the pressure before turning purple again.

He pulled the suit off over his head and threw it in his cupboard, seeing it land on the cardboard box full of fabrics he was going to use to make a new suit. He needed a new one and soon, especially as he peeled the blue leggings of his spandex suit off, ignoring the bruises to his thighs, as small tears and rips littered the failing suit.

He threw all of it in the cupboard under a few other clothes and shut the doors, pulling on some new underwear and jeans. He got one leg in when he froze solid, remembering something. He swiveled on his heel, eyes wide on the clock.

11:34am.

"Ahhh..."he grimaced, shaking his head. "No...No, no, no, no..." The negative cries built speed as he pulled the trousers off and quickly darted out of his room and across the hall, into the shower, narrowly avoiding his Aunt seeing him in just his underwear.

"No-no-no-no-no..." she heard across the landing as the bathroom door slammed shut. May scoffed and raised an eyebrow over her glasses before turning back to her crossword, feet up in the lounge as the radio gently played from the kitchen.

After five or ten minutes, the running water ceased and the door to the Bathroom opened again. "No-no-no-no-no-no..." rumbled across the landing along with the fast padding of feet. May set the paper down and stood up, walking over to the base of the stairs, holding the railing.

"Peter? Are you alright?" she called with a wince after hearing a fall from his room, followed by a groan.

"Yep." He grimaced back. "If I can get to Gwen's before noon..." he emerged on the landing fully dressed in black jeans and a blue T-shirt, tight to his physique. He seemed to glide effortlessly down the stairs passed her, backpack in hand. "...then I'll be alright." He sighed, rubbing his face. May lifted her hand, trying to explain something to him.

"Theh-there's some breakfast on the table for you-"

He walked out the kitchen with a cheek full of toast, the other half of bread still in hand. "Thanks Aunt May, see you later, gotta run!" he called with a beaming smile as he disappeared out the front door, shrugging his arm through his jacket sleeve, backpack balanced on his arm. May laughed and shook her head.

...

Gwen sat on her swiveling office chair, typing at the black keyboard on the desk. Her left cheek was squished into her palm as she leaned on her elbow, boredom residing within her and possessing her to simply repeatedly tap the L key of her board. An entire page of L's filled her monitor and she huffed, turning her gaze to the window, hoping to at least see him there.

She blew air through pursed lips and sat back in her chair, slapping her palms on her thighs, playing a rhythm on the denim clad legs. She stopped as her door crept open and a small brother, Simon, padded in.

"Hey um...Gwen?" He asked bashfully, swiveling his socked toes into the floor, arms behind his back and head down.

"Hey bro, what's up?" she asked, spinning her chair to face him, leaning back in her chair, creamy skinned arms crossed over her chest. Her younger brother shrugged and looked up through his blonde hair at her. She did the same, looping the long curled locks behind her ear as a concerned look spread over her features. "Simon, hey, you can talk to me." she smiled at him.

He always looked up to his big sister, possibly more than Phillip, but Phillip was very independent. Simon knew his sister was very intellectual and he trusted her more than anyone else. For a nine year old, he put faith in all the right places.

"Um...well...you know your um..." he sighed and put his small hands together, dimples instead of knuckles. Gwen humored him, leaning forward slightly, a long lock of gold swinging into her eyes.

"My umm?" she chuckled. He laughed weakly and peered at her again. "Is it a secret? Come on, you know I am _awesome_ with secrets." She beamed, being melodramatic with her speech and her mannerisms. He giggled and huffed.

"No you're not!" he laughed. Gwen rolled her eyes, knowing that she had one secret she was going to take to the grave no matter what: Spiderman's identity.

"Okay, okay, I suck, better?" she smirked. He nodded sharply. Gwen sat back in her chair. "Okay-now what's up?" she asked, raising her thin eyebrows. He puffed air and looked down again. "Oh my god Simon, what is it?!" she spoke over a laugh, leaning forward again.

"Is Santa real?" he asked her, eyebrows furrowed in a mixture of being torn between truth and lie. Gwen quickly scoffed.

"Pfft, err yeah, course he his!" she chuckled, overly animating her features. "Why?" she asked, her eyebrow tilted curiously. Simon shrugged, walking over to her desk and poking the Spiderman bobble head as the large cranium wobbled back and fro.

"Because a boy at school said it was a lie." he mumbled, eyes fixated on the Spiderman bobble head, a gift from Peter, which only earned a smirk and eye roll from Gwen when he gave it to her.

"Is this the same boy that picks on you?" she leaned towards him and raised both her eyebrows knowingly, her raspy voice soft and quiet in the silent bedroom. Simon snapped his eyes on her quickly, almost shocked, which gave him away instantly. He sighed and nodded. Gwen mouthed an "ah" and nodded, pursing her lips in thought as she eyed the carpet. Simon tapped the bobble head again.

"He pushed me...and told me Santa is fake." Simon sighed. Gwen peered up at him and got up from her chair, falling to her knees gently, eye level with him.

"Now...you listen to me Simon Stacey." She was stern yet loving. He eyed her but kept avoiding her large green irises. "You are a smart, kind, thoughtful young man..." She carefully avoided addressing him as child. "If you believe in him, then he's real. If..." she rolled her hand and eyed him, waiting for the bully's name to get the ball rolling.

"Richard."

"If..._Dick_..." she smirked as her little brother giggled. "...doesn't believe, then he's gonna get a heap of coal in his stocking, uh huh?" she nodded, eyes wide with a grin. Simon laughed and nodded. "It doesn't matter what anyone else thinks or believes, it's all down to you, understand?" she smiled warmly.

"Thanks Gwen. He...I don't let him push me around anymore anyway." Simon smiled at her. Gwen raised her eyebrows, ready to scold. "B-But I don't fight! N-no...Dad always said the bigger man walks away from a fight." Simon nodded proudly. Gwen smiled warmly and opened her arms.

"Come here bro." She chuckled as he wrapped his small arms around her thin shoulders. She hugged him back and rubbed his spine. "Dad'd be so proud of you. Mom is, so am I." Gwen huffed, patting his shoulder.

"What about Phillip?" Simon chuckled. Gwen scoffed.

"Eh." She laughed as Simon cackled in her arms.

"Thanks Gwen. Love you." He said, exiting the hug and leaving the room happier. Gwen stayed on her knees, smiling at the door.

"Yeah. Love you too, little bro." She beamed. Gwen got up off her knees and smoothed the creases off of the tight denim. She looked at her still swaying Spiderman bobble head, a faint curl to her lips.

"What are you nodding at, Bugboy?" she grinned, flicking his head and walking out of her room, leaving his head to sway violently back and forth. Gwen turned the corner of her door frame and smiled widely as she saw Simon at the front door, chatting happily with an overly enthusiastic Peter Parker. He knelt down and began whispering to her brother, a lop sided grin on his face.

"Hey, do me a favor, yeah? You wanna give this to your sister for me?" Peter smiled, handing Simon a gift wrapped box. He nodded slowly and turned, pacing towards Gwen. She rolled her eyes at Peter, and he just shrugged his shoulders, eyes wandering over her gorgeous hair and stunning curves, a gulp in his dry throat.

Gwen chuckled under her breath and accepted the present from Simon. "Thank you." She smiled at her little brother, ruffling his hair. He huffed and slouched off into the living room, bickering with his brother immediately.

Peter cautiously stepped into the home, only a toe at a time. His rucksack clung to his shoulders and the jacket over his tight blue top. It seemed with Gwen's red top and his blue one they were quite the Spiderman colored pair. His Skateboard was clipped and strapped to the back of the bag and he gave a big toothy grin at her as she stepped down the hall, looking over the gift in her hand.

"Thank you Peter, and-aww you wrapped it in..._Spiderman wrapping paper_, aww..." she pouted a sarcastic loving smile, a chuckle reverberating behind her smoky voice. "You _are_ a dork." She chuckled, hugging the small box to her chest, biting her lip at him. He gulped again and rubbed the back of his neck.

"Yeah...well I mean, it's Christmas and-I-It's just been sat under the bed, you know-I wanted to give it to you earlier but I couldn't-you know right time and..." He sighed heavily to shut his ramblings up and smiled widely at her. Gwen nodded sarcastically and mouthed a "Yeah."

"Yeah-no-yeah, that's...wow, that's really sweet, thank you Pete." She smiled happily. He nodded a sharp duck of his head and swayed back and forth on his toes, eyeing her beige and laminate flooring home, a chandelier over the table.

"I umm...think this is the first time I've..." He cleared his throat into his fist and thumbed over his shoulder at the front door. "...used it."

"Better than the fire escape, right?" she grinned, eyebrows rising into her hairline. He scoffed and grinned, eyes scanning the room.

"Yeah...no. I knocked on like, three different doors. Easier with the fire escape." He laughed, lips curling up into another lop sided grin. Gwen chuckled and shook her head sharply, eyes lifting up and looking through her fringe, the green of her irises piercing the flowing waterfall of gold that ebbed from her scalp. He gulped again, clearing his clammy throat.

"Y-You look...wow." He ran his hands through the air, mimicking moving up and down her sides. Peter blushed and hid it by looking around the room, wetting his bottom lip over the top one quickly.

She flicked her head to the side and swung the fringe out of her eyes, setting the present down on the table. She walked across the room, her black socks padding her silent footfalls. As she stood closer and closer, he let his eyes drift over to her. She inched closer and closer, her hot breath against his cheek, her amazing plump lips parted, and ready for a kiss. He licked his already dehydrated lips and ready to return the gesture.

"Your late." She chuckled a whisper, pulling back as he groaned and dropped his head, shaking it at the floor.

"I'm sorry. I-

"Got caught up?" she raised an eyebrow and crossed her arms, a playful smirk on her face.

"Overslept." He winced, sinking his head into his coat collar. Gwen's eyes shot wide open and she gasped melodramatically.

"Oh my stars, did the good sir Peter Parker, waste away his day, weary in his cot after a night of busy antics?" she retorted a Shakespearean performance. "Oh my, you know how to make a woman swoon!" she gasped and pressed her wrist to her forehead, feigning a faint. He bit down on his coat collar and shut his eyes tight, shaking his head and trying not to laugh.

"C-Can we go? I got lunch reservations at _Per Se_." Peter thumbed at the door. Gwen dropped her arms and let her jaw fall slack.

"H-How did you get a table at the _Per Se_?" Gwen asked, staggered and very impressed with her Bugboy. Per Se was one of the fanciest and most expensive Restaurants in Manhattan, known to be second on the top ten of best Restaurants in New York. The contemporary American cuisine was a flavor explosion that promised to set taste buds alight with sensations unknown. Gwen was unconvinced that it was _that_ extreme, but she was more than happy to go there with her loving Boyfriend.

"Yeah-wow um...I'll grab my coat, yeah?" She thumbed towards her room. Peter gave a single nod and stayed by the front door. Gwen smiled over her shoulder and swayed her hips on the way to her room, Peter gulping down his sandy dry throat.

Soon though his throat was dry for another reason entirely. Helen Stacey emerged, her blonde, slightly silvery hair done up in a bun. She was fastening the last earring to her lobe when she looked up and saw Peter. He froze and cleared his throat.

"H-Hello Mrs Stacey. How are you?" he nodded, a slight wave of his hand to add. She stared daggers at him, her eyes fixing on him like prey.

"Hello Peter. I understand you are taking Gwen out today?" she smiled a fake beam, at him, walking over to the coffee pot by the stove. He nodded and scratched an itch under his jaw, praying Gwen came back soon. Silence echoed across the room, except for the two younger siblings and the television.

"Well, have a good time." Helen smiled, walking by him with the piping hot cup of coffee. She stopped and leaned in, whispering venom in his ear. "If you hurt her again, I _will_ make you pay, understand?" she snarled the cold poison into his ear. Peter gulped and nodded sharply.

"Yeah. Yeah-no-yeah I got it, I got it." He repeated, nodding his head, letting the information sink in. Gwen rounded the corner and stopped dead, watching. Helen smirked and nodded.

"Good. Now, have a good time." She smiled, walking off toward the living area. Peter took a deep inhale and looked at Gwen, bouncing on his toes. She scoffed a disgusted dry laugh at her Mother and paced up the hall to Peter.

"What'd she say?" she crossed her arms and put her weight on her hip. Peter shrugged.

"Nothing." He smiled. Gwen raised an eyebrow. Peter raised both of his and tilted his head to the door. Gwen huffed and pulled her trench coat over her shoulders, small dainty hands appearing through the thick beige sleeves. He led her out into the hall and Gwen shut the door. She reached and took his hand in hers, and they both took off down the hall with content smiles on their faces, the whole day ahead of them.

...

Norman grasped tightly around his still quivering left wrist, cursing at himself. He let go and watched the pale skin under the pressure slowly ebb its color back. The hand began to shake violently again and he growled in defeat, dropping his head into his right hand, shaking it with agonizing anger. His hand's tremor returned and he slammed his quaking fist against the desk.

"Stop..." he hissed, but still it shook. He was out of options, so he stood from his desk, adjusted his tie and took a deep breath. He'd spent the last four hours being surveyed by medical experts galore, and all he could think was that he could actually feel it getting worse. Feel it growing and churning within him, like an unborn child of succumbing destruction that will one day ravage his nerve ends and fry his brain.

He paced out of the office at Oscorp and headed towards the elevator, content on finding what he needed. He nodded to passersby and gave the occasional "Merry Christmas." Soon enough his hand was being scanned by the device on the elevator door, a blue light humming up and down his palm.

"Access granted. Welcome Norman Osborn." An automated female voice cooed. He stepped into the lift and depressed the button for floor twelve. He stood tall and proud as only Norman Osborn could, before running a shaky hand over his buzzed silver hair.

Soon enough the lift pinged and he stepped out onto the white crisp floor, pacing along the tiles and passed the walls of glass. He rounded the corner and stopped dead in his tracks when he saw what he was after, a cold hand of dread slapping its cold fingers across his face.

The Benefactor, Francis Dalais, turned slowly, looking through the thick glass of the door, seeing Norman. Behind the silver mustache, Norman could see the slight curl of a self satisfied smirk. He gritted his teeth and paced, slamming his palms to the double doors and bursting into the room, as a group of armed guards immediately grappled Norman and held him back.

"What are you doing?!" Norman cried as he watched men dressed head to toe in yellow chemical hazard suits, using chrome tongs to pick up vials of the glowing orange Extremis project. "No! No, it's all I have, stop!" Norman cried, trying to jostle free. Francis paced up to him slowly.

"It's an old act of deception Norman. Good thing too, you were on your way up to no doubt clone or hide this work...this Abomination." Francis shook his head. Norman gritted his teeth and tried to wrench his arms free of the two armored guards.

"Okay...Okay, I-I-I was on my way up to _see_ the project..." Norman explained, making Francis scoff. "...but...Francis, I _need_ this. It's all I have, it's the only starting point I have, I don't have time to start again!" Norman explained desperately, eyes snapping to the yellow Hazmat men, their respirators huffing and buffing metallically as they dropped the vials into the zip locked bags. "There...is no more Venolium left on Earth, okay! I-I have to use Extremis, I can make it work!" He nodded frantically, eyes snapping back and forth between them and Francis.

"Forget it Norman, this project is _too_ dangerous to be left in the care of a man, a company, who let an employee transform himself into a giant lizard!" Francis roared. "Extremis is too unstable. Especially in _Oscorp's_ care."

Norman's eyes lifted from the floor and he gave a sinister look to the man. Francis scoffed and looked back to the Hazmat men, both holding sealed zip locked backs.

"Sir, these are the only samples in the building."

"Good, we can destroy the evidence of this..._mockery_ back at the facility." Francis nodded, letting the men walk by, respirators wheezing. Norman's heart climbed and he tried to break free, he truly did.

"No! No, goddamn you!" He roared, saliva strings from lip to lip. Francis sighed and took the glasses off his blunt nose, wiping the lenses on his shirt. He replaced them on his nose and let his eyes adjust to the furious and stricken Norman.

"Sometimes Norman...being harsh is the only way of being nice, the only way of getting something done." Norman responded by spitting a thick glob of spit his direction, Francis scoffing.

"Look at yourself Norman. You're just a shell of what you once were...You are no man, you're just a...a..._Goblin._" Francis spat the venomous word his way. "We're finished here; _Merry Christmas_ Norman Osborn." Francis snarled as he paced passed him, hands behind his back and a whistling tune on his lips. The two guards released Norman and he shoved them off. They both walked off and flanked Francis.

Norman was left standing in the empty room, his only chance at a cure ruined, taken away by snobbery and vengeance. "You've _killed_ me!" he roared till his throat stung. His shaking fists fell to his sides and he burst into salty tears, gagging cries as he stumbled to the floor.

He lay there, contemplating these past events, all of those voices resonating inside his cerebrum, echoing and sinking further and further into his head.

_Being Harsh is the only way of getting anything done..._

_Sir, these are the last samples..._

_There is no more Venolium left on Earth, I have no more antidotes!_

_You've killed me! Killed me!_

_Look at yourself Norman. You're just a shell of what you once were...you are no man, you're just a...a...GOBLIN!_

Suddenly Norman's eyes burst wide open and he flared his teeth. He sat up sharply and let his satanic eyes wander over the room. He had finally snapped, and knew what he had to do, to get what he wanted. He got up to his shaky feet and made his staggering way towards the elevator, new found demonic purpose in his movements.

He shoved his way violently through the staff waiting by the lift and took the whole one for himself, back hunched and flaring his teeth, eyes miles away in horrific thought, revenge the only thing on his mind. The doors shut and he panted, turning and looking through the glass window of the slowly lowering elevator as Francis left the building, guards in toe. Norman snarled and pressed the button for the bottom floor: Special Projects.

"Out...am I?" he snarled, a sinister grin curling his lips, the broken mind of this dying man thinking irrationally, making it _seem_ rational.

"Out...am...I?" he cackled as the lift opened and the green hue of the room flooded his eyes. Norman paced the lengthy corridor, eyes flitting over the array of different mechs and suits. Finally he stood before what he wanted.

A long, slim, Gothic looking glider, hovering on a cloud of lime green light, a suit of incomplete dark green armor stood tall on top. He punched in his access codes and smirked as the glass parted, the suit revealed in all its horrific glory. The smell of tingling metal, sulfuric fuel within the huge humming glider filled his nostrils and he sinisterly grinned, his mind ravaged with thoughts of revenge, all to save his life. To reclaim his cure. His only hope.

He paced around the suit and over to the chemical formula within a small vial. The project was nicknamed G.G, for _Gathoric Grenolium_, a powerful concoction of muscle strengtheners and mind enhancers, needed to wear the heavy bulky armor and move fluently, without risk of crushing bones or organs.

He read the label and tore it free of the canister, pulling the vial up to his bare wrist. He snarled his lip and sunk the needle into his wrist. What he failed to read in his revenge obsessed mind was the warning label:

'_Danger: Side effects have been proven to be insanity, intent to kill and severe scarring and burning to skin. Do not inject substance until beta trials are completed. Human trials: failed, animal trials: failed. Severity of complications is highly likely.'_

Norman dropped the empty vial and began to feel his muscles expand and toughen, the skin of his body tightening under the growing pressure of his building muscle mass. He grinned and suddenly gasped in agony, as a large crack sounded.

He dropped to his knees and clutched his chest as two ripples of bone and flesh cracked and hunched across his bubbling, boiling back. A green tinge soaked into his skin and boils and scars ripped and tore his flesh, making Norman cry out in agony, his muscles becoming visible as his skin tore and repaired instantly, in lumpy uneven clumps of rock hard flesh.

His fingers slapped against the cold steel floor and as he dragged them under his hunched form, a screeching of nails squealed as his fingers grew long sharp talons of keratin. He roared and arched his bent and twisted spine, long fangs sinking down from his black gums. His hair grew longer and longer, staying sharp and pointy, into an almost goblin-like crest, slick back into a point.

His eyes burst wide open, his sclera's a mix of milky white and bloodshot red, his irises turning glimmering green, glowing even through the sealed eyelids. His pupils expanded and dilated, turning to slim slits, similar to a lizard. A thin film of translucent skin, the Nictitating membrane, slid over his eyes and blinked below his already scarred eyelids.

He crawled across the floor as the sounds of crunching bones and scarring skin echoed around him, flashes of violent green light beckoning him towards the suit atop the Gothic glider. His eyes set blankly on the steps, clambering up them as his heels cracked and snapped into their new place. His black suit and tie ripped and tore from his body, only his underwear to his green tinged, pale deformed body.

He stepped his now bare feet into the large metal boots of the suit. The steel toe caps slid down with a metallic hiss and screws automatically tightened the new shoes to his burning skin. The suit began to form around him, metal plates and honeycomb pattern padding sunk over his muscular deformed chest. He hissed as the cold metal drilled screws into his spine, calcium crying out as they cracked and heeled, deformed around the new mechanical spine of the heavy suit. The green plating whirred and clamped down on his chest, only the right pectoral complete, the other uncovered and revealing pistons and wires.

The right arm featured a large dark olive green gauntlet, housing an orange grenade launcher in the wrist. The right shoulder pauldron sunk down and latched onto the screws and bolts, clicking into place as a variety of pistons and mechanics whirred and formed tight around the humanoid physique.

The left arm was totally uncovered, only a thick black webbing suit and an exoskeleton of metal bolts and pistons. The leg armor latched into place and all of it finally competed.

His now large elongated ears stretched up and charred under the venomous fluid now coursing in his veins, pointed back like his windswept hair, clumps of it missing. Two large ear pieces of metal sunk down and clicked onto his ears, two screws drilling in and bolting them to his temples. Two final paddles clamped down onto his forehead and his eyes burst wide open, a mix of lime green and black as the pupils dilated, a Jack O lantern like grin stretching up his face, a long pointy nose and razor sharp chin completed the now Goblin appearance of Norman Osborn.

He peered down at his wrist, the panel screen on the forearm displaying his medical stats. The red warning of his deteriorating, dying body turned green as the suit healed and stopped the spread of the Goblin fluid.

The glider's flight paddles lifted and hummed as he clenched his rubber coated fists, a flash of vibrant green emitting from the huge thrusters on each wing.

"Out..." he peered up and grinned. "...am I, Francis?" he cackled. "Norman Osborn is gone!" the insane monster howled as the glider lifted up higher and higher. He peered over at the vial on the floor, the label G.G on it. He smirked villainous, piecing together a name. "I am the _Green Goblin_!"

The Green Goblin was born.

...

* * *

**Author's Notes: Well, what did you think of that! I am quite pleased with it actually! Hope you are too. Christmas Eve (I'm writing this in summer WTF?!) and the Goblin is born. Uh-oh! Review and let me know what you think, any ideas, whatever you guys got! Love ya! - Dave**


	8. Gwen's Lament

**Author's Notes: Gwen and peter fluff everywhere! Ahh! Enjoy guys, and get ready for an action packed next chapter! Love ya and enjoy! - Dave**

* * *

**Chapter Eight: Gwen's Lament**

Late afternoon was in full swing, an amber tint to the blue sky as the cold winter Sun sunk lower behind the icy Urban Jungle of New York. Strafes of orange and pink lathered the sky in brilliant dabs of color, dripping across the blue canvas towards the horizon. Huge calumnious clouds of deceit filled the air, promising snow with their fluffy exteriors, only to fill the air with frigid fog.

After their romantic meal in Per Se, Gwen and Peter spent the rest of their day simple walking around the cold winter Manhattan either hand in hand or with their digits buried in their pockets. Gwen's thick scarf wrapped around her neck and her beige coat was warmly hugging her curvaceous physique. The cream colored belt tied around the waist made the coat hug her torso and accent her womanly hips.

Blonde hair spilled in luxurious curls of gold down the side of her face, trickling off her shoulders. The occasional blast of frigid air blew her hair up and in her face. She swiped a hand across her cheek and brushed the strands aside.

Peter's usual outfit of black jeans, blue top and dark olive jacket was lost next to the bright color of Gwen's ensemble. He raked his fingers through his flicked up fringe, eyeing her out of the corner of his eyes. She was so beautiful, so elegant, so...god damn perfect. Peter felt his heart thump and thump and thump, a rhythm he'd never felt before, picking up speed. His heart always beat faster when he was with her, faster than when he free falls from the top of the Empire state building. There was no thrill like being with Gwen.

"Hey, Gwen?" He asked, rubbing the underside of his left ear.

"Yah huh?" she responded, hands in her pockets, eyes flicking up from the pavement to him.

"I did good today, right?" he gave a lop sided grin as she chuckled, swaying slightly in her walk. She nodded sharply.

"Date wise? Yeah, yeah, you did great Peter, definitely getting extra marks for today. Grammar wise? No, swing and a miss." She laughed, Peter throwing his head back as he shook his grinning face to the heavens. "I mean, _I did good today?_ A three year old could word a better sentence, come on Bug Boy!" she cackled as he staggered his lanky frame with the heavy laughter, hands deep in his pockets. "I thought you were second in your class?"

"Okay, you've _got_ to stop telling people that!" Peter laughed through his toothy grin as she snorted a giggle.

"Yeah-yeah-yeah, second in your class, due to bad grammar and punctuation." Gwen smirked as he shook his head.

"You suck, you know that?" he grinned at her, Gwen shrugging with firmly pressed lips.

"Hey, at least I can word a sentence properly." She smiled at him. He stuck his tongue out and she did the same, both bursting into laughter again.

"Okay-Okay, other than my awful grammar..." He chuckled as she shook her head at the floor, mouthing '_Just awful'_, trying to keep a straight face. "_I managed to please you_, there that better?" he grinned. She nodded.

"It's better. You know, I mean it'll have to do."

"Oh yeah?" he laughed as she nodded vigorously. The way they joked with one another, the at peace sense they had around each other. All of it was worth its weight in gold.

He ran a hand through his ruffled hair and pursed his lips, trying to structure the sentence, which was difficult since he kept tripping over his words, in awe at just how beautiful Gwen was. She eyed the road ahead, then the ground, her green irises flitting back and forth, her lips pursing and firmly pressing as she too thought of something to say.

"So I-

"So I-

They both spoke at once, chuckling as they stumbled over each other's words. Peter surrendered, palm outstretched, offering Gwen the chance to speak. "Y-You go first." He grinned. Gwen giggled and calmed her large smile that pushed her cheeks up under her eyes.

"N-No, you go." She offered. Peter nodded and licked his dry lips; eyes looking everywhere bar her face as he rubbed the back of his neck. Gwen saw the look on his face and stopped walking, eyeing him with concern. She knew Peter well enough to see when he had something on his mind, something that has plagued him for a while; the way he can't find the right way to say it, the way he avoids her eyes. She tilted her head at him, lips parted slightly. As she turned in the street to face him, the wind barraged her, blowing her hair into her face.

"What's wrong?" she asked gently. Peter shrugged and smiled weakly. Gwen huffed and crossed her arms, letting him know she was not going to drop this. He sighed and lifted both his hands in her direction, outstretched palms trying to grab at the air. He plucked the words from thin air and parted his lips several times, no words being uttered.

"You...You remember...the other day, when you said..." He sighed and run his bottom lip over the top one, scratching at an itch on his left eyebrow. "...when you said that..." He growled and dropped his head into his palms. Gwen shook her head in confusion, lifting a hand from her crossed arms to bat the wavy locks out of her eyes.

Peter lifted his head and his brown eyes sunk into her green ones, the tangled streaks of color within their irises meshing into one bonded color. The look of compassion and confusion in her eyes seemed to form a cocktail of emotion, the outcome being a look of fear.

"When you said you want one day..." he lifted a finger sharply, Gwen's eyes latching to it. "...one day without Spiderman..."

"Yeah?" Gwen raised a thin eyebrow, huffing with aggravation at her hair bellowing in her face. Peter shrugged and sunk his hands into his pocket, tilting his head back and exposing his tensed neck and Adams apple. She watched it bob as he swallowed over the thick lump.

"Why?" he asked. Gwen's eyes darted before looking up at him again.

"Why?" she repeated back, a slight tone of annoyance. He shrugged again and nodded, avoiding looking into her eyes. "You're asking me _why_ I want one day without you pulling on that mask and risking your life?" she snarled, eyes flaring at him. He sighed and deflated. She shook her head and scoffed, nose scrunched in annoyance.

"Okay, maybe that wasn't the right way of saying it..." Peter mumbled. Gwen nodded sarcastically and scoffed loudly. "Gwen..." he called as she turned her back to him. She spun around, shrugging back aggressively.

"What? What Peter? What, you can't go one day without being..." she looked around, lowering her voice. "One day without being Spiderman?"

"N-No, I-I-I-I can." He nodded sharply. Gwen scoffed. "But what I don't understand-

"_What's that_?" she sarcastically tilted her head.

"You! I don't understand _you!_ I mean, you say you love that I'm Spiderman, but then you want some time away from it all? I don't get it!" He sighed. She shook her head and gritted her teeth.

"You want to know why, why I want _one day_ where I don't have to worry if you're hurt, or worse!" She snapped, shoving him. He staggered only slightly, eyes wide on her. He could see the faint tears in the corners of her eyes. "Wh-Why I want _one day_- Twenty four hours- where I don't have to freak out if you don't answer your cell after three missed calls?!" she sniffed. He felt guilt creeping its way up his spine, each cold finger plucking on his bony ridges.

"Why I-I-I want _one day_ where I don't panic if you don't show up on my fire escape, and panic when you do, because it's probably because you're injured!" Gwen shouted with curled fists at her side. Luckily the street was empty of most people, only a few cold bystanders raising eyebrows before walking onwards. Peter rubbed his rasping hands down his face, groaning guiltily. Gwen caught her breath and carried on.

"I told you, I told you _the moment_ we got involved that I will _not_ watch you die, all to be a hero! I-I won't." She sniffed, shaking her head repeatedly. "I can't lose you...I can't."

Peter sighed and cautiously approached her, attentively wrapping his warm hands around her small fists. She soon slackened the tight fists and let him massage her hands with his tough fingers. She sniffed and looked up at him. "I won't lose you to this...I love you so much more than Spiderman." She gasped. He lifted her hands and kissed the backs of them, Gwen closing her eyes, enjoying the sensation of his warm lips leaving damp circles on her hands. She reopened them and he was nose to nose with her.

"I'm sorry. I...I'm a real jerk with this stuff." He huffed, pressing his forehead to hers. She chuckled over a quaky sniff.

"Yeah, you are."

"I'm trying to be better, Gwen, I am. I-I'm cutting down on how often I go out at night, I-I don't cut as many classes, I get my homework done on time."

"Thanks to me, remember?" she smirked weakly. He chuckled and grinned.

"Yeah, well...you are one of Midtown Science's best and brightest. Second in your class, right?" He grinned mischievously. Gwen scoffed and leaned back, smirking at him.

"Oh yeah? You-You sure about that, Bug boy?" she laughed faintly. He nodded.

"Pretty sure." He laughed as she enveloped him in a hug.

"Peter...It's not that I hate the fact you're...Spidey, I love it! It's just...who's the next big baddy gonna be, you know?" she sniffed in his ear, arms tight around his neck. He ran his hands down the small of her back. "I mean a giant lizard...what next? Who's gonna try and get Spiderman as a-sniff-a trophy next?" she let her shaky voice breathe. He sighed and rubbed her back gently, soothing her.

"Gwen..." he reeled her back and held her upper arms, gently caressing them with his thumbs. She sniffed and looked him in the eye, wiping her eyes of the very faint water. "I have a responsibility to protect this city." He spoke. She nodded and sniffed. "But my biggest and most important responsibility...is to you." He smiled warmly. She snapped her eyes on him.

"Wha...what?" she asked. He shrugged.

"I care about you more than I do this city. It's my responsibility, sure, all of the people who live here are, I just...everything I do is so you can sleep safe at night, so you can walk the streets without fear. Everything...is for you." He implied heavily as he held her arms and looked dead into her eyes. "I belong to you, and you alone." He grinned. Gwen blushed and bit her lip. "Oh...and Aunt May." He grinned with a wince, Gwen chuckled weakly.

"Umm...wow, hah...wasn't expecting that. I-I'm sorry, I just...I guess with everything that's happened with my Dad, I just..." she shrugged, looking back up at him. "I need to know that you're not gonna disappear too, you know?" She sighed, rubbing her brow. "It's sappy and pathetic I know, I'm usually stronger than that." She nervously laughed, shaking her head at herself.

"It's not...It's not sappy." He grinned. Gwen scoffed. "I understand, I do. I can try harder...to, you know, make more time for you, m-maybe let the police do some work." He grinned as she chuckled.

"It would be nice if you could let them arrest someone for a change." She smirked, rolling her eyes at him. Peter laughed and ran a hand along her soft creamy cheek, her hand instinctively coming up to cover his.

"I love you Gwen, so damn much."

"Ooh, a curse word. You really _do_ mean it." She grinned. He smiled and gently pressed his lips to hers, the warmth within them emanating between the softly conjoined lips. She wrapped her arms around his neck and pressed her body against his, his hands finding their way to rest on her curvy hips. Slowly they peeled their lips apart and panted for air, the crisp cold oxygen drying out their lungs.

"I love you too Peter, I love you so so much." Gwen smiled, kissing him again. Slowly they parted and reveled in the heat that had formed a cloud between them.

"Come on, let's get some ice cream." He smiled. Gwen raised an eyebrow.

"Peter, it's like minus four hundred out here." She scoffed. He chuckled, shrugging.

"Probably a bit warmer than that." He grinned. Gwen shuddered, wrapping her arms around her tightly coat wrapped body.

"I highly doubt it." She shivered. He wrapped an arm around her shoulder and kissed her hair.

"Something warm then? A coffee?" he asked with a raised eyebrow. Gwen tilted her head and firmly pushed her bottom lip up against her top one in approval.

"Coffee sounds good." She nodded as they walked together, arms around one another. Peter laughed faintly as he watched the huge clouds above part slightly, revealing the dark blue sky and forming stars. Yeah, he could definitely go a few days- let alone one day- without being Spiderman. Gwen meant a lot more to him anyway. When it came down to it, the choice was easy: Webslinging across Manhattan or spending quality time with the wonderful girl currently against his side, playing with the hand that was round her shoulder, looping her fingers around his.

Yeah, this beat webslinging.

But he was torn...between protecting Manhattan and all it's children, protecting his wonderful Gwen and Aunt May, and wanting to hang the mask up for good...before inevitability claims him, and as a consequence...her.

...

Francis arrived in his apartment, slipping the access card through the door, sliding it open as he heard the faint click of it unlocking. He rubbed his forehead and sighed, setting the card down on the desk with his keys.

He looked around the currently eerily still pitch black room, only the faint fluttering of the curtains across his sliding balcony door. He raised an eyebrow at the billowing curtains. He remembered shutting the door before leaving earlier today. He cautiously slid the oak drawer of the desk open and pulled out a chrome plated M9 Beretta.

He slid the magazine out into his palm, the cold metal tickling his aged calloused skin. He slid it back in and cocked the gun, slowly approaching the doors that the curtains fluttered around. He jumped slightly as the front door shut with a loud click. Shaking it off and gulping over the tremor in his throat, he neared the balcony doors.

He carefully looped a hand around the silky curtains and pealed them apart, seeing the doors open and the balcony empty, only a small deck chair in the corner by the railings. He aimed the pistol back and forth, the gun rattling as his hand shook.

Nervously he scoffed a laugh and ran a hand across his sweating scalp.

"May-Maybe my memory is worse than I thought." He shook his head left and right, turning back to the apartment. Huffing and patting his belly, he yawned and set the Beretta down on the leather couch. Slowly he took his suit jacket off and hung it up on the coat rack, stretching his aged shoulders, bones groaning and clicking.

He flicked the light switch and squinted as the room suddenly burst bright white. His eyes adjusted and he sauntered over to the Kitchen area, scratching his back. The obese man reclaimed a bottle of beer from the refrigerator and stood up straight, shutting the door to the cold box with his foot. He turned and felt his hand drop the glass as a sense of fear overlapped his sense. The bottle smashed against the floor and a foaming explosion of alcohol flooded the ground. He stammered and gasped, seeing the figure currently sat in the armchair across the room, green piercing eyes staring at him.

"Oh my...Jesus." he placed a hand over his currently tightening and constricting chest. Norman stood up from the chair, shaking his head as a huge grin spread across his disfigured face. The burned and scarred flesh, long pointed ears and slick back hair made him a terrifying sight. The huge hulking armor clunked and thudded against the floorboards.

"Tssk, Tssk, Tssk, Francis, Francis, Francis, what am _I_ gonna do with you?" The Goblin cackled, walking around the sofa, running a gloved armored hand across the sofa, trailing the metal claws across it, ripping the leather skin.

"Norman, Jesus, what did you do?" he asked, stepping back as the Green Goblin neared him slowly.

"What you made me do. You drove me to this Francis, you left me no choice!" the Goblin's sinister voice grinned. He suddenly jerked forward, hand wrapping around Francis's throat, lifting the choking man off the ground, feet swinging helplessly. He choked and spluttered, hands clawing at Norman's muscular wrist.

"Now...Where is the cure?" Norman snarled, licking his scarred lips. His pointed nose gave a sniff and he tilted his head. The mechanical armor shifted and hissed as his shoulders rolled.

"I...I...don't know!"

"You're lying." The Goblin tightened his grip, making Francis's face turn blue as he wheezed.

"It's...It's gone! We destroyed it!" he managed to breath. Norman dropped Francis to the floor with a loud thud. He gasped and heaved for air, coughing and spluttering into the floor. He desperately tried to fill his lungs with precious oxygen. Norman paced back and forth, huge boots creaking and stomping on the floorboards. Francis lay on his belly, staring through Norman's pacing legs, seeing the chair where his gun was laying.

"You...destroyed it?" the Goblin snarled, his lips flaring, pointed chin tensed. "My only hope...gone!" he roared. Francis sat up, eyeing the chair and Norman, eyes flitting back and forth.

"Now...Norman...take it easy. W-we can fix this."

"That cure, was my last hope. And now you..." he turned to face him, Francis wincing at the sight of the green hued skin and scarring. "You come along, and destroy all my hope, my chances!" he roared. Francis stumbled and crawled across the floor. "I offered you a deal with Oscorp, and you spat in my face!" Norman roared, swinging the back of his hand across Francis's side, sending him hurtling across the room and crashing against the sofa, knocking the air out of his lungs.

Francis wheezed and gasped, hoping his currently sealed lungs reopened. He gasped and filled the organs with air, spluttering. Norman paced towards him, throwing a table aside like it was made of polystyrene. The wooden desk exploded into splinters and timber against the brick wall.

"Where are the other Benefactors!" Norman snarled as he pressed his huge armored foot down on Francis's rounded chest. The man under heel gagged and pleaded.

"Nor-Norman, stop! I-argh!"

"Where are they?!" he bellowed, pushing harder, the ropes of muscle going down his thighs tensing. Blood trickled from Francis's mouth.

"The Festival, in Times Square!" Francis wheezed, coughing and spluttering as Norman released his foot from his chest, the cleat like clips underneath the boots leaving puncture marks on Francis's stomach.

"See that...No loyalty, no trust." Goblin leaned down to him, wetting his chapped lips and running his triangular tongue across his black gums. Francis wept in fear. Norman chuckled from deep down in his throat. "So...the board of Directors...out am I?" he grinned, stepping away from Francis.

"Wait...where-where are you going?" Francis sniffed. The Goblin approached the balcony doors, looking back over his huge mechanically armored shoulder.

"Revenge is a dish, best served cold!" he cackled maniacally as the huge black Glider hovered over the balcony, a cloud of luminous green light glowing beneath it, a haze of heat from the thrusters. Norman easily leaped the several foot jump and landed on the board, his boots clicking into place.

Francis smiled weakly. "Thank you! For not killing me, Norman." He cried. The Goblin grinned and scoffed. His right arm extended and the large green gauntlet launched an orange grenade into his palm. He clicked the button and watched it beep. Francis's eyes widened.

"Norman, no, no, no!"

"OUT AM I?!" Norman roared as he threw the grenade into the apartment, turning the glider and taking off in a streak of green. A final scream cried out before the entire apartment exploded in a ball of heated fire. Debris rained outwards and the bang echoed over the monstrous cackle that came from the Goblin Glider.

...

Peter felt a tingle race up his spine, but he ignored it, taking it as shivers. He shrugged and peered up at Gwen who was sat across from him in the coffee shop. It was now late evening, and snow had begun to fall outside, many people taking shelter inside the busy shop. Gwen swirled her finger over the brim of the cup, Eyes flitting up from the swirling mix of coffee and milk.

"So umm...there's that festival on in a bit, Iron Patriot, you know?" Peter smiled. Gwen let an airy chuckle leave her lips and she nodded to him.

"Yeah, sounds cool. You wanna go?" she asked. He nodded to her.

"Yeah, yeah it sounds like it could be some fun. New York could do with a moral boost." Peter chuckled. Gwen nodded.

"Yeah-no-yeah, definitely. We all could." She smiled weakly. Peter let a hand slide across the table and squeezed hers.

"Gwen, you look beautiful today and all, but...you look tired, exhausted even." He sighed. Gwen huffed and let her shoulders sag, an expression of '_that easy to tell?' _on her lips and tired eyes.

"More Nightmares?" he asked gently and quietly. She nodded, eyeing her drink, index finger swirling over the plastic lid.

"It's stupid, childish. I shouldn't be having nightmares at my age." She snarled. Peter chuckled.

"Gwen, everyone has nightmares. You don't have to put up a defense against me." he smiled warmly, comfortingly, his hand squeezing hers.

"I know-I know- I know, I'm sorry. I just...It's hard to talk about, especially to you." She pointed a delicate finger up from the table at him. He raised an eyebrow.

"Huh? W-Why me?" he nervously chuckled. Gwen furrowed her eyebrows and eyed the table. "Hey...Gwen." she looked back up at his soft voice.

"I...You know I usually have nightmares about Dad...D-Dying?" she asked him gently. He nodded immediately, taking her hand in both his to comfort her. "Well...this time...Quite-Quite recently actually, they've been...ab...about you." She spoke quietly, her voice a croaky whisper. Peter scrunched his face in thought, making Gwen smile and chuckle weakly.

"Me? W-Why me?" he took one look at her face, and he mouthed an "Oh" in realization. She shrugged and pulled an embarrassed face. "Oh, Gwen...so that's why you haven't wanted me to be Spiderman as much?"

"I guess...a little bit." She couldn't look at him. "It's so stupid, I mean I'm a grown woman, why am I getting all messed up over bad dreams? Such a dweeb." She huffed. He chuckled and scooted his chair around to her side, taking her hands in his, flipping them over and over. She looked up his sleeve and saw the Spiderman suit and webshooter, making her smirk and shake her head.

_My Bug Boy, my Peter._

"Gwen, I am _not_ going to die." He promised. She scoffed. "I know it's a stupid thing to promise, but I will always come back to you." She looked up slightly and he grinned at her.

"You can't promise me you aren't going to die, Peter." She sighed heavily. He nodded, licking his dry lips.

"No, I can't. But I can promise you that I will fight like hell to hold you again." He said, eyeing her small hands in hers. "I will fight like hell, Gwen; to hold you, to see you, to hear your voice." He smiled at her. She chuckled airily and smiled back warmly.

"Gwen..." He shuffled and held her hands, looking back at her. She eyed him curiously, Peter clearing his throat. "Gwen, falling in love with you was never my intention, but it became my addiction." She lowered her eyes and now all Peter wanted was to make her laugh, he needed to hear that melody of wonderful giggles and snorts. He lowered his head, seeing her shoulders bob in his peripheral vision.

By now she was laughing and smiling uncontrollable, making him smile. "Oh my god, you are so cheesy and corny! You're such a dork!" she laughed as he did, a slight snort sounding from her as she laughed.

She calmed herself to small chuckles. "Oh...and that's what I love about you." She smiled, kissing him. He reciprocated, kissing her back, ignoring the wailing Fire Engines as they raced by. Peter peeled his swollen lips off of hers.

"You have nothing to worry about Gwen, okay? I'm fine, and I'm gonna help you get over all of this. The - The - you know - the nightmares, all of it, okay?" he nodded. She smiled warmly and looked at her coffee cup. He cleared his throat and Gwen stirred, looking at him through her bangs. "We cool?" he asked, rubbing his neck.

"We are_ so_ cool." She nodded sharply to confirm. Peter scoffed a grin and kissed her again. He peeled apart, standing up and hauling her up by her hands.

"Argh, _now _where are we going, urgh, can we not sit down for, like, five minutes?" she moaned, pouting.

"No, no, come on, come on, we gotta go- gotta go see this show in Time Square, come on." he flicked his head towards the door. Gwen picked up her coffee and followed him out of the shop. They stepped out into the open streets of New York, the floor painted white by the incredible heavy flurry of snow. Both of them lifted their heads and watched the snow fall onto them, the gentle flakes prickling their sensitive faces. They both closed their eyes and hummed happily as Gwen snuggled up against his side, both enjoying the snow, unable to see the green hue that raced through the clouds with a muffled cackle.

"Come on Bug girl, let's go." He smirked. Gwen chuckled and sipped her coffee, enjoying the way his arm wrapped her in against him.

"Right beside you, bug boy." She giggled as he kissed the snow fluffed hair on her head, her fragrance filling his nostrils. Suddenly she halted, forcing him to as well as she was currently latched to him. He looked down at her, confused.

"I...it's like, six O'clock. We've got plenty of time before it gets good...and...Well...there's something I wanna do before we go." She shrugged. He let go and stood before her, eyeing her softly.

"What's that?" he asked gently. She looked up through her fringe and just by the sad glint in her eyes, he knew immediately.

"Oh..." he nodded, gulping and wetting his lips. "Yeah-no-yeah, we-we can do that, we can-we can so do that." He nodded comically fast, whispering softly. She smiled and took his hand, both turning in the opposite direction.

...

_George Stacy_

_Loving Father and devoted Husband._

_We will miss you forever, and love you always._

Gwen sighed as she stood before the Grave stone, sniffing and rubbing the tops of her fingers under her nose, the cold weather battling her immune system. Her red nose trickled and she wiped it again, sniffing profusely. Peter stood slightly back, giving her the time she wanted to be with her Father. His hands shoved into his pockets, hood over his head, he watched her as she simply stood before the stone.

Peter sighed and felt the cold winds slash against his skin, cracking like an icy bullwhip across his nostrils. He peered up slightly as the Moon filled the sky, peeking over the dark night clouds, as if watching over Gwen, a lunar pupil in the dark iris of the sky. He heard a sniff and looked back down, seeing Gwen kneel down. From behind he couldn't see, but he knew what she was doing. A slight proud yet sad curl graced his lips as he watched her.

Gwen slid her gloved palm across the stone slab, pushing the snow apart, parting it like the red sea. She pulled the mittens off and sniffed and batted her eyes, looking at the polished slab, a chrome cylinder placed in the marble. She saw the burned wick of the candle tip and sighed as she had no way of lighting it, no way of lighting up his grave for the cold night. She pushed her hair aside and sniffed, feeling the cold winter mucus running down her nostrils. She rubbed her reddened nose again.

"Hey...Hey Dad." She smiled, sniffing. The Grave had no such response. "Merry Christmas. Th-Thought I'd come down and...give you your...your..." she cupped her mouth and felt her eyes stinging. Slowly she tamed her nerves, emotions flooding like a cracking dam. "Whew...thought I'd bring you your present." She smiled weakly as she began to cry gently, her eyes glimmering like glass.

She placed the flowers she'd bought on the way to the Graveyard down gently on the cleaned slab, making sure the clotted snow didn't claim the flowers, biting with frost at the soft red petals. She rested the bouquet down and chuckled weakly as warm salty tears melted small holes in the snow.

"I know, I know, you never liked flowers. Not macho enough, right?" she grinned, slowly curling into a trembling pair of lips. The curved lines from her nostrils to her lip ends creased and her nose scrunched, eyes filled with tears and reflecting like shining glass in the lunar glow.

Peter couldn't bear the sounds of her stricken sobs any longer. He sucked in his bottom lip and eyed the sky once more, before cautiously sauntering over, hands still in his pockets. Peter's heart felt like it was being squeezed by two vice tight cold hands, blood threatening to burst the seams.

He neared her gently and crouched beside her. Immediately Gwen put on her brave face, wiping her eyes as quick as she could. His lips curled slightly and he pushed the snow off of George's Grave.

"Oh, I-I just have something in my eye, like a twig, you know, or a branch." She sniffed, wiping her eyes with her fingers. He grinned weakly and sat back on the snow, the cold sinking into his legs immediately, numbing his body.

"H-Hey Captain Stacy, sir. It's your old buddy Peter Parker." Peter said, Gwen chuckling weakly as she wiped her eyes, sniffing profusely. "I know-I know we never got along, but I respected you, a lot, a hell of a lot. You helped me fight Connors. I-I-I can't thank you enough for that." Peter lowered his head and scoffed under his breath. "I'm...I'm working on returning the favor though. I kn-know, that it-that it wasn't our deal, my promise...But sir, I...I will always put Gwen first." He swore to the still Stone. Gwen sniffed and wiped her eyes with the heel of her palm, a faint smile curling her lips.

"I will look after her, you have my word sir; Rest in peace. Oh, and Merry Christmas, sir." Peter said, going to get up as he pushed off the cold floor.

Suddenly his cold wet hands were very warm, and being squeezed. He looked down and saw Gwen holding him like life itself, the begging in her eyes, the glassy euphoria that clouded her irises, the streaks of salty tears that cascade down her plump cheeks.

"P-Please stay...here." She pat the frozen ground beside her, lip trembling. It didn't matter that it was below freezing, or that hypothermia felt only a stone throw away, Peter sat down and sucked it up, pulling her against his chest as she sobbed loudly into his jacket, her hand balling up his Hoodie.

"Shh..." he gently hummed. "Let it all out, Gwen. Let it all out." He whispered softly, stroking her back. She gagged over tears and heaved into his chest. Peter gently held her and let her cry, let her vent months and months of pent up emotion, all in one moment. He stared forward at the stone.

"I can't keep that promise sir. I'm sorry, _but I can't_." Peter whispered to the wind. He stared at the silent stone, peering into the carved name of _George Stacy._"You were right. This city _does_ need me. But Gwen...she needs me more, and I need her too. I hope you can see that. Merry Christmas, Captain Stacy." Peter smiled sadly as he gently reached over and pushed the petals away from the crawling, clotting snow. Gwen stayed against his chest, heaving as she looked over at her Father's grave.

"I love you Daddy." She whispered, her eyes raw with tears. Peter kissed her head and hummed sweet nothings in her ear. "We...We all miss you. Howard, Simon, Phillip...Mom." Gwen sat up, her ability to talk regained. Peter smiled softly at her as she began to rebuild her composure. She wiped her eyes and blew trembling air through shaky lips.

"I'll make you proud Daddy, I promise. I'll...I'll study and get where I want to go in life. I'll make a future for myself, but I will _never_ forget the head start you gave me." she trembled, smiling at the Grave stone.

"And hey...I'll live the dream, for you. I'll live in that chocolate house." She smiled a faint chuckle, hearing Peter laugh gently beside her, a toothy grin on his features, knees bent and wrists balanced atop them. "Even if it is impractical." She nodded proudly to the Grave Stone with narrowed, focused eyes, feeling that if he was watching down on them right now, a smile would graze his usually stern demeanor.

Peter leaned closer. "...And fattening, don't forget fattening." He grinned as she shoved him with a chuckle.

"Its...It's gonna be an...urgh, an awful Christmas without you. B-But we'll find solace in each other, and we'll share laughs, hell we'll even drink! But all of it...will be made happier, knowing you're watching over us...keeping us safe, even after your gone." She smiled at the stone, sniffing as she leaned forward. She kissed her fingertips and pressed them to the head of the stone, letting them linger on the icy surface, before peeling back and sitting up on her knees, soaking in the bitter inch deep snow. "Love you Daddy, always." She smiled, going to get up. Peter helped her as they both stood, looking down at the Grave stone.

"Thank you Peter, for coming with me. Sorry about...you know, all the crying." She rolled her eyes at herself. Peter scoffed.

"No-hey-no, no I'll always be here for you Gwen, you-you know that." He nodded and shook his head comically fast to intensify the point. Gwen smiled as she kept her eyes glued on the stone.

"Thanks all the same. I...I wanted to see him before Christmas, you know? Let him-let him know I'm always thinking of him." she shrugged turning to him, her eyes puffy and red. He slowly lifted his hands and brushed the salty tears away from her luminous eyes.

"You don't have to thank me Gwen, okay? You came with me so often when I visited Uncle Ben. It's what you do when you love someone." Peter smiled as he brushed her cheek. she smiled under the soft touch and slowly lowered his hand from her cheek.

"Not...Not in front of Dad." She laughed weakly, Peter grinning an airy laugh, nodding quickly.

"Yeah...Yeah, He'd kill me." He laughed as Gwen nodded vigorously.

"Yeah-no-yeah, he'd have you as a stuffed Spider on the wall." She chuckled as Peter laughed outright, shaking his head to the ground.

"Stuffed spider." He chuckled under his breath. He lifted his gaze and met Gwen's, the lunar light painting her in a stunning shower of faint white beams. Her locks of gold tumble into her eyes and she blinked gently in his direction.

"He was a great man." Peter nodded, gulping. Gwen smiled and nodded too, looking at his Grave.

"Yeah...Yeah, he really was." She huffed and decided to cheer up the subject. "So, you want to go to this...show? Peter?" she tried to get his attention, but his eyes were widely set on thin air, like a dog if they hear something miles off. She sees Goosebumps create cold rivets along his neck and the hairs on his arms stand up beneath his sleeves.

"Peter, what is it?" she asked, stepping closer. He snapped his concerned eyes on her, wetting his lips and gulping. His huge brown doe eyes turned and he peered over his shoulder towards the night time city.

A ringing sounded in his ears and a cold shiver raced up his spine. Something had set off his Spidey senses again tonight. His eyes narrowed towards the skyline of black towers, flickering of white lights across the buildings.

Fireworks popped and burst in vibrant showers of color across the city, delayed bangs echoing seconds after the bright explosion. Fizzes and pops sounded as multicolored hues of light shower the pair in damp color.

"Something's wrong." Peter summarized. Gwen raised her eyebrows.

"What, what is it? Peter, talk to me!" Gwen asked with a gulp. Peter snapped his eyes on her and he shuddered.

"The Festival." He looked back to the city, something in the back of his mind pointing deathly towards Times Square. A cold spell cracked across the back of his neck and a sickening cackle sounded from miles away, only his hyper sensitive hearing being able to pick it up.

"Gwen, Gwen I'm sorry-I'm sorry- I'm sorry, but I gotta go." He grabbed her hands and bowed an apology, shaking his head as he did. She nodded profusely.

"Yeah-Yeah-Yeah, go, go! She cheered, kissing him on the lips for good luck. He was about to turn and leave when he stopped, looking from her to the Grave stone. The sudden guilt of the situation hit him. He was going to leave her on her own by her Father's Grave.

"Urgh, I gotta go-I gotta go, why now? Why do it now?." He grumbled to himself, shaking his head. Gwen nodded and bit her lip.

"It's okay, go Peter. I'll umm...I can get a cab home. See you later?" she winced with a gulp. He walked back across the yard to her, capturing her in a passionate kiss, a flurry of emotions fizzing in her brain as her lips felt on fire against his. He peeled away for air and pressed his hands to her cheeks, looking into her eyes.

"Be safe, okay? I'll see you later tonight. Keep the window unlocked." He winked, kissing her forehead before turning and running on foot, suddenly shooting a web upwards and vanishing out of sight.

"I always do!" she called, bobbing on her toes, looking down at her Father's grave with a heavy sigh. "I always have..."

...


	9. Keep your eyes on me!

**Author Notes: Enjoy guys, a lot going on in this chapter. Goblin vs Spidey at long last! And plenty of Gwen and Peter for desert ;)**

* * *

**Chapter Nine: Keep your eyes on me!**

...

Heavy thumps shake the ground as an earthquake of bellowing music blares across Time Square. A huge Stage stands in the centre, crouched before the towering tree, freckled in amber lights and wrapped in glittering tinsel. A blistering burst of light erupts in vibrant colors, a showering rainbow of sparks and smoke, fireworks crackling and exploding high above the thumping Festival. Huge banners of red, white and blue drape across the stage area, scaffolding poles, metal plates and wooden decking making the huge flat platform one solid structure. Huge search lights dance and flash as they send pillars of solid light higher and higher into the sky, painting warped circles of damp light onto the rising black clouds, snow filling the air in delicate flakes.

Times Square was as gorgeous as ever, walls upon walls of flashing lights, blistering beautiful collaborations of color flitting from animated billboard to billboard. Huge screens flare and advertise restaurants and shops. The bright red behind the golden arches stands out against the pure white of the jewellery advertisement. Cheers and applause reign across the festive celebrations on Christmas Eve. Bobbing heads, all made unique by different shades of hair dance to the pumping music that roared across the late evening city.

Manoeuvring through the crowds, Helen Stacy, wrapped up warm in a fur coat tugs the hands of her youngest children, Simon and Phillip. Both the children, coiled up in blistering warm garments, peered up at the sky, tongues out to catch the falling flakes. The icy snow melted against their warm taste buds in seconds. Their Mother stopped and huffed, finding a place close to the railings that kept the crowds from the stage. She pressed her gloved hands on the cold damp metal, breathing out a heavy sigh of condensation. Simon and Phillip flank their Mother, peering up at her with youthful energetic eyes.

"Mom? You okay?" Phillip asked. She gave a sad smile and gently tugged his hat down over his red raw ears.

"Mommy's fine. She's got you two." She grinned at them, both of the brothers enveloping her in a warm hug. She savoured the feel of being so close to her children, even if Gwen was being slightly rebellious towards her. She just had to hope that she wouldn't have to pick up the broken pieces again after Peter grows bored of her. She snarled and quickly smiled as her children exited the hug.

"Love you too, Mom." Simon smiled. She kissed his cold forehead, earning a "Yuck, Mom!" from the boy. She smiled and stood back at her full height, crossing her arms over her chest, chattering teeth towards the stage. Suddenly the music died down and a booming voice came from the surround sound speakers.

"Ladies and Gentlemen, we all know why we're here!" the man in the Tuxedo on the stage riled the crowds up. "We are here, to remember why America is the land of the greats!" he roared, the crowds cheering in agreement.

A green flash in the sky caught Helen's eye, but she shook her head and turned back to the stage, gulping. As a Police Captains wife, she picked up a few things along the way. She eyed the Police Officers protecting the stage and overseeing the event. She noted how they were chattering into their shoulder mounted Radios, giving each other nods and hand signals. She recognised one and it made her gulp over a lump her throat was harbouring: The hand signal meant "Call Dispatch for SWAT."

She bit on her gloved knuckle and bobbed on her toes, ignoring the cheering crowds around her, eyes flitting up to the sky at another Green swish behind the rumbling torrents of cloud. Simon and Phillip were beside her, cheering to the stage too. She snapped her attention back in time. The man with the microphone smirked and lifted it to his mouth.

"Then it is...my humble pleasure...to introduce you all..." he looked up and pointed to the clouds as an amber glow raced through the foggy abyss, a sonic boom rumbling. The crowds of thousands fell silent as they watched in awe, necks craned up to the sky. Suddenly a bang sounded and a crackle erupted, followed by a loud metallic thud on stage. The massive Iron Patriot suit, clad in shiny blue, red and silver colors stood up from the knelt landing position.

"...To the Iron Patriot!" the man roared into the microphone as James Rhodes outstretched his arms, nodding to the crowd, riling them up as they burst into a frenzy of cheers, waving lighters and flags. Simon and Phillip watched in awe, tugging on their mothers sleeve.

"Mom, look, It's the Iron Patriot! He is so cool!" Simon's wide eyes were captivated by the Star Spangled Iron man. Helen gave a fake smile and nod to him, turning her attention back to the officers, all gathering behind the stage and issuing orders. She bit her knuckle again, growing nervous as another fly by of green raced overhead, a jet engine roar sounding with it.

Everyone peered up as a loud cackle gave way like thunder through the clouds. The man in the Tuxedo on stage lowered the microphone, eyes fixed on the sky. The mechanical suit around Rhodes leaned over slightly, silver mask to the man's ear.

"Err...Is this part of the show?" Rhodes asked. The man gave a slow shake of his head, mouth agape as the green hue in the low clouds came around, disappearing behind towers and reappearing on it's return. Helen held her children close as the music stopped and silence overtook the once roaring Times Square.

"Mom...what's that?" Phillip asked. Helen huffed a shaky breath and shook her head, fearful eyes set on the approaching hue.

"I-I don't know, honey."

The search lights that once painted light on the clouds tilted and angled towards the green glow. Suddenly a black entity became clear, racing on top of the green cloud of light. People gasped, some screamed, but Helen kept her kids behind her, safe. The Green Goblin flew his Glider low over the crowds. He snarled and cackled, turning his attention to the Iron Patriot.

"Is that...a Glider?" the man on stage stammered.

"Here's a hint!" Goblin laughed as he launched a green glowing missile at the stage. People screamed and scattered like ants, fleeing for safety. The man on stage wailed and shielded his face as the Iron Patriot stepped in front, catching the missile and digging his mechanical heels into the wooden floorboards. The roaring missile pushed against his Repulsor palms as Rhode's gritted his hidden teeth.

Suddenly the missile exploded in a catastrophic ball of fire, blowing Rhodey against the wall, the suit's Arc Reactor flickering. The eruption lit up the night sky, a demonic cackle coming from the hovering Goblin. The man dropped the microphone and sprinted off the stage. Rhodes sat up and groaned, the suit whirring and grinding as he peered through the Patriot lenses at the Goblin atop his Glider.

"You think wearing that suit makes you a hero? Lets see what heroes are made of!" Goblin cackled, flaring his black gums at Rhodey as he fired another Missile from under the mechanical bat-like Glider. Quickly Rhodey lifted his red and blue palm,encasing the missile in a ball of white light. The Repulsor blast annihilated the missile, another huge fireball exploding over the stage. The Goblin lifted his Glider higher and higher above the lapping flames and wobbling horizon of heat.

"You call yourself a Patriot? They'll cast you aside to die when their done with you, just like me!" Norman roared, his scarred skin stretching. Rhodey couldn't recognise him, not through the wobbling flames and distorted heat, on top of Norman's already disfigured appearance. Norman sneered and raised his wrist, selecting the machine gun option, which his Glider gladly readied with two massive barrels. "Where are the Benefactors?!"

Helen lay on the charred ground, both her kids huddled to her as they watched in fear as the Goblin assaulted the Patriot. Fire began to bite and chew at the wooden stage, heated metal bending and groaning, smoke billowing high into the winter sky. Helen watched in horror as a piece of metal snapped and warped, falling from the stage. She shielded her children from the falling debris with her own body. Both the boys screamed in horror and Helen closed her eyes tight.

A few moments passed and she turned to see the metal beam suspended in the air...by webbing. Suddenly a swooshing sounded and she saw a silvery cable swing around the side of a building. A red and blue clad man landed atop the tall nearby tower, the glow of the massive electronic billboard illuminating him. She couldn't help the small smile that curled her lips as her kids sat up, pointing.

"Spiderman!" they cheered.

Peter looked through his shattered lenses at the burning stage, seeing the Goblin hovering above the Iron Patriot. "Why are my enemies always green?" Peter huffed. He leaped off the tower, shooting a Biocable to the opposite structure, swinging around, racing through the cold air at the Goblin.

"Yo Kermit!" Peter hollered. Norman peered up from the stage below, flaring his yellow fangs at the incoming Spiderman. Peter swung round, over the flames, planting his boots firmly into Norman's armored chest, knocking him off the Glider. Peter released the cable and fell with him, gravity hauling them both downwards. Peter slammed a fist into Normans disfigured face, sending them both falling into a somersault. Quickly Peter shot two cables, each latching to the Goblin's shoulders. He pulled down on the cables and pushed his feet against the Goblin's incomplete chest plate, pushing off of him with all his might, sending Norman hurtling faster and faster towards the ground.

Suddenly the concrete exploded and rippled outwards as the droplet of Norman Osborn slammed into the ground. Peter landed atop his chest, punching a fist into Norman's wedged head. He spat greenish red blood and smirked.

"Spiderman, we meet at last!" he grinned.

"What is with you bad guys and the colour green, seriously?" Peter jousted back, the red chin of his ripped mask bobbing. The suit was very worse for wear, covered in tears and rips, the long gashes from Connors's long talons still etched across the Spandex chest.

"I find Green very fitting...for a Goblin!" Norman roared, lifting his feet from their concrete casings and pressing them to Peter's chest, pushing him up into the air, just as his Glider flew over, clipping Spiderman and sending him hurtling through the air. The Glider slowed to a low hover, dust bellowing up beneath the board as the Goblin broke free of the concrete's grip. He leaped onto the Glider, his boots latching into place.

Peter hit the side of a building, a douse of concrete and brick erupting outwards, the building spitting a spray of water from burst pipes. Peter just managed to latch a hand to the wall, stopping his dazed fall. He shook his masked head and looked back at the Square. He locked eyes with the Green Goblin, sneering atop his Glider, hovering over the flames.

Peter tensed his muscles and ignored the flood of lactic acid gripping his torso. Suddenly Peter snapped his eyes below the Goblin, seeing Helen and the boys. His heart stopped cold. He was not about to let Gwen lose any more family members, not at all. He peered back at the Goblin and he'd seen the subtle shift in Spiderman's head. He peered down at the floor below his Glider and saw the cowering family. He peered back at Peter with an evil grin.

"No...no!" Peter roared, hopping off the wall and swinging a web towards the Goblin. The Glider lowered to a hover and Norman stepped off the jagged wing, his huge metal boots clanking as he neared the Stacy's. He quickly reached behind the protective mother and gripped the shirt collar of Simon, hauling him up into the air with one hand.

"No!" Helen screamed, Spiderman landing with a thump beside her, lifting his palms to steady and calm the Goblin. Norman swung his other wrist, knocking the broken beam of metal supported by webs aside like it was a cardboard tube.

"Now...just...just put Simo-the boy down." Peter corrected. The Goblin cackled and held the crying boy in his grip, snarling. He shifted his huge boots and stood broadly in front of Spiderman.

"All I want, are the cowards..the Benefactors." he snapped, looking into the suspended boys eyes. Peter gulped and slowly tread closer.

"So...So you're out for revenge, huh?" Peter spoke quietly, trying to ignore Helen's pained sobs from the floor. Norman grinned at Peter. "Yeah, I was once too. Guy who hurt my family...it wasn't a good time for my life." Peter spoke the truth. The Goblin nodded, tightening his grip on Simon's throat, making the weeping boy gag. Peter clenched his teeth and fists. "but you have to understand...if you hurt that boy...I _will_ kill you." Peter snapped. The Goblin cackled.

"Ooh, a dark side to the Spider, I like it! What is this..._boy_...to you?" he smirked. Peter peered at Helen then back up.

"My charge. I protect this city, I protect everyone. Now let him down..." Peter snarled. The Goblin laughed to the sky as his Glider slowly reared up behind him.

"Then learn...that you _can't_ save everyone." The Goblin pouted sarcastically, before grinning again. Peter's eyes widened behind the golden lenses as he leaped up onto his Glider, taking off with Simon in grip. Helen screamed for her child and Phillip wailed for a brother. "Lets see how far this Spider is willing to go, for one civilian!" he cackled, taking off with a green sonic boom. Peter leaped up and shot a web, connecting with the Glider. He shot upwards with the Glider, taking off into the winter night sky. Helen could only watch through stricken tears as her child was taken from her by a lunatic. Then the Iron Patriot woke up.

...

Gwen knew what she was doing would get her in trouble with Peter, but did he really think she was going to just go home and wait for him? Wait to just patch him up, kiss his cheek and send him on his way? Of course not. Gwen was tough, stubborn, smart, and downright crazy when it came to heading into danger for him.

She sat in the back of the Taxi Cab, hands slapping a nervous rhythm across her thighs. She flitted her eyes up into the rear view mirror and saw the New Yorker driver's annoyed expression. She couldn't really blame him, since she'd been doing it for five minutes non stop. She winced, blurting out an apology before looking out the condensation stained window at the winter night. Suddenly the man gasped and slammed on the brakes, Gwen jerking forward slightly.

"Oof! Hey, what's going on?" Gwen leaned forward. The man was frozen to the windscreen as he saw the Green Glider race by, dragging Spiderman atop the car rooftops. "Pet...Spiderman?" she gulped, thankful for the quick word change. Suddenly the roar of the Glider sounded, seeing the jet barrel past the cars in frenzied speed. The car rocked and the windows rattled as the hulking Glider blasted by. She peered over the seat to see the Glider heading upwards into the sky.

"Excuse me, can you take me...that way?" Gwen asked with a cheeky smile and flutter of her eyes. If you've got it, use it, she summarises. The driver raises an incredulous eyebrow, but slowly turns the car around. Gwen began to nervously drum on her legs once more.

...

Peter heaved himself up the Biocable, higher and higher till he could just brush his fingertips onto the Glider. Simon screaming against the wind was enough motive to leap into the air and land atop the Glider, startling the Goblin. Peter slammed a fist into Norman's face, sending his hand forward and dropping Simon. The boy screamed as he fell, glassy streaming eyes reflecting the starry sky.

Peter quickly leaped off the board towards the falling boy, praying, hoping that gravity would favour his fall over Simon's, so he could just reach the boy before concrete slams into them. The tears from his eyes bubble and float past Peter as he fell, hands pressed to his side to build speed. Floor after floor of the nearby building raced by, counting down to imminent impact, and Peter's failure to save a young child. His heart was in his throat as the young Stacy stared into Peter's golden lenses, praying that his childhood hero would save him. He was far too young to have his life tragically end on Christmas Eve.

Peter aimed his wrist and fired a web, the Biocable's tip opening up into an almost dainty hand, racing down towards Simon's stomach. The tenth floor raced by. The web gripped Simon's T-shirt and he pulled up, pulling Simon up and into his arms. Peter sighed relief, but too early as the Goblin Glider came out of it's dive and thwacked it's wing across Peter's mask, knocking his fall horizontally and crashing through the brick wall of the apartment block.

The wall exploded in a dull eruption of metal beams and concrete, Peter sliding along his shattered back across the dark living room of the apartment. Peter lay his head back with a groan, looking down in disbelief at the shaking boy in his arms.

"Spidey...caught you." He huffed, catching his shaky breath. Simon nodded, trembling. Peter stroked the boys back and calmed his dull sobs of fear. "Dunno whose apartment this is." Spiderman looked around through cracked lenses. He heard a faint chuckle sound from Simon, who peered up through wet eyes at him.

"Thank you Spiderman."

"No Problem kiddo...Now let's get you-"

An orange grenade rolled in through the huge hole in the wall, stopping beside Peter. Quickly he turned his back to the grenade, shielding Simon. The orb of shrapnel shattered in a deafening bang of debris and fire. Peter wailed in agony as fire ate up his back and debris sunk into his flesh. Simon screamed as the wooden floor snapped and buckled, caving in. The laminate ground sunk inwards and Peter rolled, holding Simon over the lip. The boy looked up with glassy eyes, suspended in the air by Spiderman's grip.

"I'm gonna put you down right here, okay buddy?" Peter said with a hidden smile, though in reality he was rattled with fear for this delightful boy, a friend. Peter shot a web to his hand and gently lowered him to the next floor, the apartment below covered in splintered wood. Simon peered up from the safety of the bottom floor. "Keep your eyes on me, okay Simon, eyes on me!" Peter shouted as he stood up, fists readied as the massive Glider wailed into the apartment. Peter ducked under it, the massive bat-like Glider chipping off wallpaper as the huge winged device roared around the small apartment, the Goblin cackling atop it.

Peter back flipped over the sofa as the Goblin atop his Glider raced around the now very cramped space. Simon watched with fear as web was flung at the Goblin, not stopping the massive Glider. It raced over the hole in the floor, blocking out light to Simon for a brief second, filling the room with a ghoulish green glow. He winced and closed his eyes tight, doing what Spiderman said.

Peter leaped up into the air, head thudding against the apartment's low ceiling. He rolled under the massive Glider, the green thruster jet stream burning the sofa. Spiderman bounded and ran around the outskirts of the room, trying to stay ahead of the massive Glider and Goblin. He shot web after web to create a series of overlapping cables to swing around, a gymnasium to try and avoid the massive Glider that took up a quarter of the apartment.

Peter leaped up and onto the wall, pressing his feet off and landing a velocity charged fist against Norman's face. The Goblin staggered and the Glider spun around the room, flashes of green light strobing. Spiderman landed atop Norman's mechanical spine, wrapping his arms tight around his neck and choking Norman. The Goblin cackled and Peter spun a web cable around his neck pulling back till Norman choked.

The violence of the fight was adrenaline charged and moving so quickly that a blink would mean fatality. The Glider slammed into reverse and smashed into the wall, brick and mortar raining down over Peter as he was embedded in the wall. Peter pressed his back against the crumpled dent of brickwork and pushed his feet against Norman's spine, shoving him off his body. He quickly leaped out of the hole in the wall, landing atop the spinning Glider, slamming fist after fist into Norman's face. The Green Goblin demonically laughed and punched Peter in the gut, lifting his feet off the Glider.

Peter shot a cable against Norman's left foot and tugged, sending the left thruster into overdrive, spinning the Glider wildly around the room, turbines wailing loudly. The Glider was suspended high above the apartment floor, spinning insanely out of control as Peter crawled over Norman, mimicking a spider, making it impossible for the Goblin to grab at him. The sharp wings of the Gothic Glider sliced through the concrete walls, thrusters so low to the floor that the sofas leather hide was melting.

Norman grabbed Peter's leg and threw him off the Glider, stabilising the hovering device. Peter landed on spread legs and shot two balls of web into Norman's face, blinding him momentarily.

Simon flinched as Spiderman's head appeared over the hole. "Simon, I want you to close your eyes okay?! Cover your ears and close your eyes, now!" Peter ordered just as the Glider slammed into him.

Simon tightened his eyes and covered his ears, humming to himself as he heard muffled shouts, punches, engine wails, and sickening bone cracks. Even the noise of the fight atop him was terrifying and violent. He continued to rock on his knees as he covered his ears tighter. He flinched and yelped as he heard the floor above give way and a crash sound beside him, followed by the sound of web shooters and gagging chokes. Finally the fight he could feel through the floorboards ceased and slowly he pealed an eye open, seeing the room empty.

Simon sat up and breathed heavily, looking around the dark destroyed apartment. He peered up at the smashed apart ceiling and finally his eyes came to rest upon Spiderman, back against the wall as he caught his breath. The roar of the Glider flew further and further away. "We'll meet again, Spiderman!" the Goblin's distant voice roared.

Simon sat beside the incredibly weak Spiderman. He looked over the gashes, the splits in the ruined suit, the brown hair that tumbled from the ripped mask's scalp. He pulled on Spiderman's wrist but he wouldn't budge.

"Spiderman?" his voice quaked as he sniffed. he tugged again. "Get up. Get up! Please!" he pleaded. He let go of the string like wrist, watching it slump to the floor. Simon huffed and finally decided on what to do. He wasn't going to leave him, the Stacy family genes carrying the stubbornness they all harboured in their blood. He sat down beside him, copying his position. He bent his knee like Spiderman and rested his wrist across the cap. He lent his head back against the wall and sighed heavily. He listened to the strained wheezing coming from under the mask.

"You...You did great, Simon. A real hero." Spiderman tilted his weak head towards the boy. He lifted his dead arm and held out a soft fist. Simon smiled and bumped his fist to it.

Peter gasped in agony as he sat up, hand over his abs as they stung like nerves dipped in liquid metal. He stood up on shaky legs and turned to Simon. "Let's get you back to your Mom." Spiderman chuckled as Simon sniffed a nod.

...

Gwen slammed the taxi door and made a brisk walk across the night time road to the apartment block, looking up at the massive hole in the side of it. She flicked her bangs out of her face and turned to the street, hearing a voice.

"Gwen!" came Simon's voice. He enveloped her in a leaping hug. She staggered slightly but hugged him just as strongly. She peered passed him and at the limping away Spiderman, seeing him drop to his knee with a cry of agony. He shot a web up and swung of into the night, leaving her with Simon, who was rambling in her ear.

"-And then I was falling, and he saved me! I was so scared Gwen, but he-he saved me! Spiderman is my hero." Simon huffed. Gwen nodded and gulped, just hearing from the young boy that he had been caught in a fight between Peter, and a violent new threat. She huffed and set the nine year old down.

"You're okay? No scratches? Ah, let me see!" She pointed sternly. He huffed and pulled a three-sixty revealing him in one piece. Gwen huffed a relieved sigh.

"Simon, how an earth did you get caught up in that?" Gwen asked worriedly. Simon took a deep inhale before explaining.

"We were watching the show in Times Square when this flying green guy came in, he blew things up and attacked me, Phillip and Mom-

"Are they okay?" Gwen asked frantically. Simon shrugged.

"I...I don't know. I was kidnapped, remember?" he dead panned. Gwen shook her head sharply.

"Sorry-sorry-sorry. God, Simon, I was terrified. Don't _ever_ do that to me or Mom again, understand?!" she snapped, finger raised at him.

"But it wasn't my-

"I know, but I'm your big sister, it's my job to be overprotective." She grinned, hugging him tightly. She pressed her lips to his temple and he groaned.

"Urgh, yuck!" he grimaced, wiping his head. Gwen chuckled and stood up, looking at the sky for any sign of her Peter. She sighed and took Simon's hand, against his will.

"Come on, let's get you back to Mom." she huffed, rubbing her brow as they took off down the road. Stress levels were reaching all new highs.

...

Peter stood on the rooftop, steam rising from vents and pigeons clustering around him, cooing to one another. His right hand was trembling at his waist, the other clutching his side, blood trickling down the ribs of his suit. A shaky breath left his mouth and he pulled the mask off of his head, feeling the cold air lick his wounds. The growing welt under his eye was inflamed and purple, a split lip dripping red liquid. He turned the mask over in his hand and saw that it had frayed apart, the seams undone and making it unwearable. A clattering sounded and he peered around the overturned mask to see a lens on the floor, one missing from the mask. He sighed and dropped the mask, huffing. He thought back on the evenings events, running his right hand through his blood matted hair.

It had been three hours since the Goblin's attack, and Peter had spent that time watching over the Stacy's. He watched from afar as Gwen and Simon reunited with a terrified Mother, who was screaming desperate pleas to the Police before hand. He smiled till his lip split wider as Helen enveloped her child in a hug, then all of them. The remaining Stacy's were all stood in a huddled hug in Times Square, and Peter kept his eyes on the sky, vigilant for the green menace.

He watched as Gwen and the rest of their family spent an hour answering questions, all of them bar Gwen wearing blankets given to them by police. (She refused, spending the time helping other victims find loved ones.) Peter smiled proudly at her through his tattered mask, wincing as he felt the blood trickling warm liquid between his fingertips.

An hour later and he watched over them as they were escorted home by Police, Commissioners orders. He swung across the streets by one hand, ungracefully clattering against a few structures. He saw them all inside safely and stayed on their building's rooftop, staying vigilant and protective. Simon had nearly joined George Stacy tonight, thanks to the insane green monster that appeared from nowhere. Peter realised that not only did he have a severe overprotective bond to Gwen, but to all the Stacy family members. He was getting too close to them, flying too close to the sun. If Peter Parker was close to them, it carried over into the mind of Spiderman, and that was a problem.

To the present, and here he stands on the building's roof, listening to the floor below, Gwen's voice just being audible to his hyper sensitive hearing. She was on the phone, had been for the last ten minutes, discussing the events with Mary Jane, her friend. Peter never liked Mary Jane himself, as she always wound up either getting cheated on, or doing the cheating. It seemed the nowadays, Gwen and Peter were the only two who could manage a stable relation...ship.

He decided to forget that he broke her heart on her Father's funeral and then ignored her for two weeks, only to have a tearful broken Gwen trap him in the library and scream at him to at least look at her. Then he saw how shattered the pieces that made up this beautiful girl were, thanks to his actions. All he wanted was to keep her safe, unharmed. His actions and his promise were harming her far more than any villain could. His yearning for her broke clear of the dam of conscious thought, and it was then that he kissed her, getting a slap of course, but followed by an intense make up of lip smacking.

He listened to her soft voice below, smiling as the lunar light kissed his face, plunging into memory of that passionate kiss in the library, a red hand print on his cheek, which he deserved of course. He grinned to himself at how she slapped him, stared him down with feral, weary eyes and then sagged her shoulders, stepping forward and capturing his lips, crushing them together as they finally melded back together after an eternity apart. His hands sliding up and down her curved hips, hers through his hair, all before being told to leave the library immediately and being sent to the Principle's office. Though they both sat with happy smiles while being lectured about public displays of affection.

Peter chuckled weakly and went back to listening to the soft lullaby of Gwen's husky voice below.

"Yeah, Yeah, Yeah exactly. No-no-no, MJ, seriously I said no! Honestly, you don't need to call the hospital, we are...what? I told you I'm fine!" Gwen spoke loudly down the phone. He heard her laugh and giggle and it made his trembling heart sore. She nearly lost a brother on Christmas Eve. Nobody should have to be subdued to that. He turned over his hand from his side and saw the red liquid that coated the gloved palm.

He began to feel weak and woozy, too much blood being lost. His vision became fuzzy, his eyesight narrowing to black tunnels. His heart beat fizzed fluttery blood through his weakening body and his breathing grew ragged. He swayed and he listed, eyes rolling back into his head.

Gwen lay on her bed, finger twirling around a lock of golden hair. She was in her cream coloured nightgown, almost blending into the silky tones of her unblemished skin. Her legs were crossed on her bed, creamy skin that went on forever, thighs blending effortlessly into the material of her gown. She chuckled as she listened to Mary Jane's endless one sided conversation. "MJ-MJ-MJ...MJ? Jesus, can I get a word in? Oh my _god_!" She spoke over a scoffed laugh, sitting up. "Seriously, I love you MJ, but you gotta shut up!" she laughed.

Suddenly a loud bang sounded as a body landed on her fire escape with a thud. A yelp of surprise left her lungs and she breathed heavily, holding the phone to her chest. The body lying face down was unmoving, clad in red and blue. She gulped and sat up, swivelling her feet off her bed. She pressed the phone to her ear.

"Huh? Yeah yeah, I'm fine...just...there's a big Spider on my fire escape. Gotta go, bye!" she hung up, throwing the phone on her mattress and gently climbing out onto the freezing fire escape. Her hair billowed in the frosty wind as she hooked an arm under his torso and tried to lift him. He murmured and groaned as she sat him up into a better position, his head accidentally thudding against her window frame. Gwen cupped her mouth and mouthed a wincing "Sorry."

"Ow..." he mumbled, his eyes flitting open and looking pale in the face. She gasped and looked at the state of him. A weak grin curled the corner of his mouth.

"How-How can you grin right now? Look at you!" she trembled, want to touch him, but hesitating, struggling to find a spot to rest her gentle fingers. He lifted a light hand, gravity feeling weightless as he caressed her cheek, smearing blood down her face. He winced and pulled his hand away.

"Sor-Sorry.." He managed to murmur, hand pressing to his side again. Gwen ignored the blood on her cheek and shuffled closer, her legs burning against the icy metal.

"We-We need to get you to a Hospital, now!" she panicked, breathing raggedly. He took her hand, stopping her.

"No...they could find out...my blood...Spiderman." he managed to wheeze. Gwen's lips creased and parted into a worried expression, her eyebrows curled upwards at his fragile state.

"Peter...I-I can stitch up a few cuts, but this? I-I-I don't know." she shook her head, mouth cupping over her trembling lips. He swayed a woozy hand in the air in dismissive attitude.

"I'll help...Aunt May's working...at a Hospi-Hospital. I learned a few...things from..." he fell silent and his head slowly lolled forwards. Gwen shook his shoulder, time and time again, panic edging in around her conscience. His eyes didn't open.

"Peter...Peter! she gasped a horrified yelp. His eyes slowly peeled open.

"Wha...What happened?" he slowly slurred. Gwen huffed.

"You almost gave me a damn heart attack!" she gently thumped his shoulder, Peter grinning weakly. "Oh that's funny? Found your sense of humour, I see?" Gwen narrowed her eyes, nodding sarcastically. She slowly took his hand and hauled him up, his tattered legs trembling. "Get in here, come on." she spoke, as he groaned, limping in and through her window. He tried to carefully plop down but instead fell into her armchair, legs vaulting over the armrest, head listing lazily on the opposite arm. He breathed heavily and eyed the ceiling, eyelids feeling heavy. Gwen quickly clambered in, closing the window and shuffling her bare feet over to the closet, pulling out her medical kit.

"Okay-Okay-Okay-god where do I start?" she winced, looking over him. The suit he was tightly clad in was torn and splitting, seams coming apart and the glue to the webbing pattern peeling away. He gagged over the pain as he pealed his hand from his side, the sticky red tar on his hand revealing the deep gash. Gwen cupped her mouth to stop from gasping too loudly.

"Oh my god, Peter!I-how do I-oh god, oh god-"

"Gwen...you can...you can do this..."

"Peter, I am a High school student with an intern-ship at Oscorp, I'm not _House_!" she grimaced, looking at the wound beneath his sticky red palm. He raised an eyebrow, breathing heavily.

"H-House?"

"You know, the TV show...Hugh Laurie? No? Wow..." Gwen raised her eyebrows in shock, shaking them back down over her furrowed eyes at his wound. She gently reached a delicate finger and touched it, Peter grimacing and gritting his teeth. Gwen recoiled sharply, breathing heavily at his violent response to such a minor motion. "Peter-I can't do-this is-I don't know if I can-"

"Gwen...I trust you." He breathed through the gnawing pain at his side. She took a shaky inhale and slowly pealed the lip of the top half of the suit up, finding that the blood had stuck it to his skin, like gore glue. He whined and clenched his fingers deep into the cushion of the chair.

"I know-I know-I know it hurts, I'm sorry Peter...argh, it's stuck to you. I need-I need to get it off before I can even clean it..." she panted, heart beating a mile a minute, constantly having to gulp over the lump in her throat. She felt like she was either going to pass out or cry. Slowly she regained her focus, the Gwen Stacy state of mind and slowly pealed the top half of Spandex up.

"Peter...this...this is going to hurt, okay?" she breathed, sitting up on her knees and pressing her nose into his cheek, forehead against his. He breathed heavily, a hand coming up to touch her cheek.

"Do-Do...Do it." Peter managed to breath. She hesitate a few times, eyes looking from the deep wound to Peter. When she saw his neck muscles constrict and his throat lock over a gulp, she pulled up sharply, separating the Spandex skin from his own with an audible rip. Peter screamed out and Gwen quickly pressed a hand over his mouth, stifling his blood curdling cries of agony. The last thing she needed was her Mother hearing a scream from her room, and finding Peter. A single tear trickled from his eye and Gwen kissed his cheek repeatedly.

"I'm sorry, I'm sorry, I'm so sorry." she breathed between light kisses. Slowly she stopped her gently pecks to his cheek and sat back, looking over the now clear wound. Dark red blood stained the outskirts of the wound. A sink-hole of red gore deepened into his bare skinned side, a large chunk of what appeared to be metal birthing from the wound. She gasped and pressed her palm over her mouth, eyes watery.

"Is it...Is it bad?" Peter breathed, trying to look at his side, flexing his neck. Gwen shook her head and gently grasped his chin, pushing his eyesight upwards.

"It's..." She breathed a deep inhale and slowly exhaled a trembling breath. "It's bad, Peter. You've got a...chunk, of metal lodged in there." Peter breathed heavily, hand running up through his sweaty hair, beads of water running off his head.

"Well...can't you just...Pull it out?" he begged. Gwen shook her head comically fast, Peter groaning at the ceiling.

"I-I-I don't want to pull it out, I mean, what if it just won't stop bleeding-oh god-oh god." Gwen hyperventilated, slowly calming her breaths and taking several slow shaky inhales and exhales. Her heartbeat slowed to ample rhythm. She gulped and carried on. "If I take it out...Peter, I don't know if this has caught an artery or hit a vein. You could bleed out."

"At this point, I don't care." He cried in agony, eyes shut firmly as his wrist pressed across his eyes. His fist tensed and he took a deep inhale. Gwen took a deep haul of air in her lungs and pulled her hair up into a ponytail. She looked at her small array of medical equipment: A few metal needles, a suture kit, a roll of gauss, a few Winnie the pooh bandages from her childhood and a pair of tweezers. She lifted the tweezers in her shaky hands and looked at his wound.

She took off into the bathroom down the hall, quietly tiptoeing to avoid detection. She let piping hot water pour over the tweezers and sterilise them the best she could. Gwen huffed and looked in the mirror. Streaks of red fingerprints slid down her left cheek, her hair in a messy ponytail. She looked down at the sink and the steamy water on the metal tweezers.

Gwen pulled them from the water and stopped the tap from running, taking a breath through pursed lips. Before she left, she grabbed a towel and slowly made her way back to her room.

When she came back, Peter was grimacing at the ceiling, legs still hanging over the side of her chair. She took him from the chair gently and helped him take the ruined Spiderman suit off, most of it falling apart and dissolving with the slightest tug. Peter lay on the towel, only the bottom half of his suit on.

"Looks...like I need-argh-a new suit."

"Well we were going to make a new one, weren't we?" Gwen smiled weakly as she looked at his back and to the red wound on his side. She sat on her knees and flicked her fringe out of her eyes. He lifted his chin from the towel and craned his neck to her.

"Yeah...we were. Then we had a fight." He sighed, dropping his head to the towel.

"So? Couples fight. The strong ones...live through them. At the end of the day, Peter, it's just words."

"Yeah. Next time we fight...I'll remember you said that." He grinned, quickly grimacing as Gwen smoothed an antiseptic cloth over the deep wound. She scoffed and smirked at him.

"Next time? You planning another fight, Bug boy?" she huskily grinned. He chuckled over his pain, biting his wrist gently. "Shh...it's okay. It's okay." she soothed his pain, gently wiping the wound once more, the dry blood vanishing.

"N-No...Just...we do seem to fight a lot now." He sighed, cheek pressing into the towel as he peered at her. Gwen kept her eyes trained on the wound.

"Yeah well...it's been a real sucky few months, don't ya think?" she raised her eyebrows at him. He nodded once, biting his lip to stop from screaming as her tweezers tickled the surface of the deep gash. "I know...I've been...a wreck, these few months. I cry most days, I...I have nightmares. Gwen Stacy comes with a lot of baggage, right?" She rolled her eyes at herself, scoffing.

"Umm...Gwen? I-I don't know if you noticed, but I come with a _hell_ of a lot of baggage." Peter grinned weakly. She chuckled and slid a lock from her eyes.

"Oh yeah-no-you're a walk in the park Peter. Hold still while I pull this chunk of shrapnel out of you." she sarcastically made her point, Peter chuckling and nodding weakly.

"Fair...argh...Enough." He winced. Gwen turned her attention to the wound and gently slid the tweezers in, grimacing as Peter hissed into the towel. She just managed to hook the shrapnel, slowly pulling. Luckily it began to slide easily, meaning it hadn't cut anything major or sliced any arteries. As Peter panted into the towel, Gwen finally pulled it free of him, the teaspoon sized chunk of metal held between her tweezers. She sighed relief and smiled proudly at her work.

She dropped it from the tweezers into the small glass of water and watched the liquid turn a night shade of gore red. The metal floated to the top and stayed there, jagged metal resting atop water before sinking slowly. Peter sighed with pent up relief and Gwen chuckled gently, slowing her rapid heartbeat.

"There...one down." she huffed, swiping the beads of sweat from her forehead. She wiped away the trickling blood and began to suture the wound, sewing it closed. She finally finished sewing up the wound, snipping the thread and nodding proudly at her handy work. Peter rolled onto his side, Gwen feeling her face heat up as she watched his abs ripple and tense as he twisted.

"Thanks Gwen...seriously-I-I don't know what I'd do without you." He beamed at her.

"Yeah...umm...no, you're welcome." she looked up at his face, nodding sharply. She fished out the gauss from the box.

"Whoa..." Peter breathed. She turned and saw his eyes flick up at hers, a blush heating across his cheeks. She realised she was still in her cream nightgown that barely went to the thighs. She swatted his arm.

"Hey, eyes were I can see them Bug boy." she grinned as he gave a lop sided grin.

"Sorry...Just...you look beautiful tonight...besides the..." He gestured a hand to his cheek. "...blood I wiped on your cheek." he winced. "Sorry."

"Well...you look _beautiful_ too...besides the bruises and cuts." She smirked at him. He chuckled and rolled his eyes, slowly rolling onto his back and staring at the ceiling.

"We're so weird." he laughed, ignoring the pain in his side. Gwen scoffed, finishing the application of gauss. She rolled onto her back beside him, hands resting on her flat stomach and his behind his head.

"Yah...we _really_ are." she grinned. The spreading expanse of tussled blonde hair expanded out across the floor around her head. She slowly peered to her left at him. "Would you have it any other way?"

"With you? Nah..weird is perfect for me." he chuckled as he turned his eyes back to the ceiling.

"So...what are we doing? Just...ceiling gazing?" she laughed as he did. She watched his reaction, enjoying the fact she made him laugh. "Not nearly as fun as Stargazing." she chuckled, Peter nodding.

"Oh, look!" he pointed to the white plastered ceiling. Gwen followed his finger to the ceiling light above the middle of her room. "It's the northern light bulb!" he cackled with a croak of pain. Gwen snorted and scoffed.

"Wow...way to go and ruin it Bug Boy." she grinned as his croaky laughter died down. She slowly leaned closer to him, eyes fixated on the ceiling still. "I was gonna say light bulb comet..." she curled her lips into a laugh. Peter sniffled a chuckle too.

"That's pretty good."

"No it's not, that's why I didn't say it!" she laughed, shoving his shoulder. Slowly they both calmed and lay on her carpet side by side, watching the ceiling. Peter eventually cleared his throat.

"So...Simon..." he gulped. Gwen nodded with a sigh.

"Yeah...Thanks...for saving him." she shrugged. He nodded.

"How is he? How's your Mom?" He asked.

"Good, surprisingly. Said that Spiderman told him to close his eyes and cover his ears." Gwen eyed Peter with a faint smile.

"Yeah...well...best he didn't hear or see that fight." he sighed heavily. Gwen looped her fingers onto her chest, sighing to herself.

"It...I'm too close to it all Gwen." he huffed, Gwen eyeing him confused, tilting her head to his. "This...Spiderman. When he threatened Simon's life. I-I-I didn't see a civilian of New York. I saw a friend, a family member. I kept thinking, I can't let him die- I _can't_." Peter winced, eyes watering. Gwen watched him closely.

"So...We're like a second family to you?"

"More like only family. Aunt May...besides you, she's all I've got. Then I get welcomed into your home-"

"By...my Mom?" Gwen raised an incredulous eyebrow. Peter chuckled weakly.

"Nah, she's just protective of you. Can't blame her for that." he nodded to the ceiling. "Your brothers love me. I've umm...nev-never had anything like that, you know? Little kids that look up to me, invite me to play games. I...it's new, and I like it. But...tonight."

"Peter..."Gwen breathed. He looked over at her, both lying on the carpet side by side. She looped her fingers around his and lay on her side, Peter doing the same with a painful groan. "Maybe...taking yourself out of somebodies life, will hurt them more than it will protect them." Gwen looked into his eyes knowingly. He sighed guilty. "Just saying." Gwen shrugged.

"I know-I know, it's just...He nearly died tonight, and this...enemy, he...he was powerful, unpredictable. If he strikes again...and he will...can I stop him?" Peter asked her. Gwen smiled and smoothed a hand over his cheek, running a thumb along the bump of his healing lip.

"Of course you will. You're my Bug boy." she squeaked happily, pressing a kiss to him, feeling her soft plump lips enveloping his. Warmth spread across his mouth and a happy moan came deep down within as he snaked a hand up to rest on her side, the silky cream nightgown sliding beneath his fingers. Slowly he peeled away.

"Gwen...I don't think being your...Bug Boy, will be enough." he sighed sitting up with a groan. Gwen sat up beside him, her hair tussled and messy, ponytail extinguished as a gushing waterfall of gold ran down her back. He looked into her pristine green eyes.

"Just...remember this, okay? _We_ defeated Dr Connors. _We_ stopped him. _We_...are in this together." she smiled. He scoffed and looked down, capturing her dainty hands in his.

"We, huh?"

"Yeah..." Gwen shrugged, eyeing him mischievously. "I'm the brains, you're the brawn." she bit her lip, Peter laughing airily through a lop sided grin.

"That...sounds about right actually." He whispered, pressing his forehead to hers, playing with her hair. They stayed like that for...eternity it seemed, curling lips and happy hums from their content vocals, almost forgetting the days events.

"I love your hair." he whispered gently, happily stroking her golden locks between his fingers. She smiled and kept her eyes closed, listening to his voice so close to her.

"hah...I love _your_ hair." she grinned, running a hand up and through the back of his hair, feeling the soft locks grow stiffer as matted blood reminded her of today's events. She sighed and let her hand drop.

"So...Your Aunt's wedding soon, huh?" Peter spoke.

"Yep...this weekend...three more days." Gwen huffed. He smiled and continued to caress her hair. "Do you...you still wanna come, right?" she asked, opening her eyes and adjusting her green irises onto his closed eyes. His lids leaped open and his brown doe eyes locked onto hers.

"Yeah...Yeah, course-course I do." he stuttered quietly. He grinned and kept his forehead locked with hers, eyes closing again. "I even found a Tux."

Gwen giggled under her breath and kissed him. With his eyes closed, the sudden sensation erupted across his senses, setting his nerve endings alight with fiery passion and somersaulting euphoria, all foaming around a lapping sea of ecstasy. She peeled her lips off of his and they both panted for air.

"Good work, Bug boy. But...it's getting late. You should get home...Aunt May'll worry."

"Just a little longer." he begged. Gwen shook her head.

"No...No..._No_."

"...Yes...Yes..._Yes-Yes-yes_." he grinned at her. She huffed and pouted at him. Peter smiled and wrapped his arms around her, enveloping her in a warm hug, resting his chin on her head. "Okay. I'll see you after Christmas. Merry...wait!" he pulled out of the hug, Gwen questioning him with a raised eyebrow. "Open your present...While I'm here." he shrugged, eyes flitting to her desk, the Spiderman gift wrap around the box.

"But it isn't Christmas yet...I could get in trouble." she grinned mischievously, voice like silky smoke. He chuckled and nodded to the desk. Gwen huffed and got up, taking the box and walking back to him. Peter was propped up on his elbows, watching her. She noted how the bruises on his chest were already fading. Superhuman healing for definite. She sat on her creamy knees opposite him, batting the hair out of her eyes, his pupils following the golden locks like two black pendulums.

She pealed the wrapping paper off quickly and noted the box said _Pandora_. She raised an eyebrow and grinned at him as he nodded to the box again. Slowly she lifted the white lid and gasped with wide eyes. Peter grinned at her reaction. She pulled the silver necklace out of the box, eyes flitting over every inscribed detail.

She followed the chain with her eyes till it met the centrepiece. Gwen's eyes expanded across the silver heart, a carat gold band intertwining around the heart. she let her eyes dilate over the necklace and she looked from it to Peter. He still had a lop sided grin on his face.

"I know-I know, it's really sappy, and dorky and geeky and-

"I love it!" Gwen cheered, quickly tying it around her neck and letting it fall against her chest. Peter grinned.

"Yeah? Tha-Thats awesome! I'm glad you like it." he smiled. Gwen quickly leaned forward and captured his lips between hers, pressing a hand to his chest to steady herself. She pulled back and beamed at him.

"Nobody has ever...gotten me anything so...so..."

"Sweet? Awesome?" Peter rounded off.

"I was gonna say extravagant, but those are good too." She grinned. Peter nodded and mouthed an 'Ah'

"Thank you Peter...It's so, so sweet. But...It must have a cost a fortune. Hell, today alone must have!" she winced. He chuckled.

"I handed in a huge stack of photos to Jameson. He paid me-well, first he offered me like, a hundred bucks. I told him five hundred. He agreed." Peter shrugged.

"Nice haggling." Gwen flit her eyes up from the necklace quickly. Peter nodded a thank you her way. Gwen huffed happily and sagged her shoulders, a content smile gracing her lips. "Well...besides the chaos in the evening...today was amazing." she smiled, looping her arms around his neck. Peter smiled and kissed her repeatedly.

"You'll find your present...under the tree...tomorrow..." Gwen breathed between kisses. "I gave it...to Aunt May...a few days ago."

"Thank...you...Love...you..." he managed between gasps and lips. Soon their kisses became more frantic and fervour spread through them like a flooding river of rapid ecstasy. Her lips crushed against his and she pushed herself up into his lap, a few painful groans coming from him. His hands slid up her back and pulled her closer, pressing their bodies together like puzzle pieces. One of his hands slid down her hip and onto her thigh, tracing patterns onto the creamy skin of her leg. She gasped and grit her teeth, one of her hands falling to his, ushering his fingers to creep higher, under the hem of her nightgown.

Their lips continued to smack and she sucked on his bottom lip, holding it between her teeth for a moment. With their eyes firmly shut, they continued to press into one another's body, her back arching to press her flat toned stomach against his abs. He groaned into her mouth and she hummed back as she guided his hand.

Suddenly their senses returned and Gwen's eyes snapped open. She pushed herself off of him breathlessly and sat away from him, running fingers through her hair. He was panting too, propped on his elbows.

"Was...Was that...too much?" He asked gently. She nodded, eyeing the floor with a blush that sent her face bright red. He nodded and gulped sitting up with a groan as his abs burned.

"Yeah...Too much." She gave a weak grin. He stood up and picked up the top half of his suit, seeing it ruined and unwearable. He huffed and scoffed, slapping a frustrated hand to his thigh.

"Well...that's that settled. New suit." he chuckled weakly. Gwen nodded and regained her composure, standing up and pulling the hem of her gown down to her thighs slightly.

"Thanks...for the Christmas present...a-and for today." Gwen scratched the back of her head. He nodded.

"Yeah-Yeah, no prob-umm-problem." he smiled with a gulp. Their eyes locked and soon heat began to bubble behind their expanding pupils. "So! I should get going." he said over enthusiastically.

"Yeah! Yeah, okay, I'll umm...see you soon." she gesticulated.

"Yeah...Yeah...Yeah, okay...Yeah." He nodded repeatedly.

"You're saying yeah a lot." Gwen pointed out.

"So are you!" Peter gestured to her. She shook her head.

"Nah...nope...never." She looked down, rubbing her neck. Peter grinned and kissed her scalp.

"Sleep tight Gwen. Merry Christmas too. Oh...Tell Simon and Phillip, that Spiderman left a gift." he winked, pulling on an old black Hoodie Gwen had for emergencies. She smiled and waved her fingers at him, rubbing her digits across her necklace.

"You too. Merry Christmas Bug Boy. Love you!"

"You too." he smiled, leaping off of the fire escape and swinging across Manhattan. She smiled and set herself down on her bed, thinking back to how far they went with one another on the floor, the building pressure between her legs, yearning for him. She huffed and decided a shower - a cold one - would cool her down. Peter thought the same thing on his way home.

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**Author's Notes: A very long chapter, so please review and let me know what ya think! Love you guys, and all your reviews, really riles me up to write immediately! Take care, and I'll see you all next time! - Dave**


	10. Back to school

**Author's Notes: New chapter guys! It's a little bit bland in my opinion, but sets up the next chapter superbly! Lots of fluff and action in the next one, just bare with me! Enjoy, and a big shout out to all my lovely reviews! _Lady of Myth and Legends_, you are a gem for your in depth reviews! I love all of you! Now, read away! - Dave**

* * *

**Chapter Ten: Back to school**

...

Norman awoke at his desk a day later, forehead pressed against the cool oak surface. He groaned and rubbed his aching scalp, feeling like two industrial sized clamps were tightening around his skull. He shook his head once and blinked, seeing the single earpiece on his files of paper. he raised an eyebrow and gently picked it up between finger and thumb. He turned the large pointed device around in his tweezers grip, mouthing a "What the..."

The boltgun metal grey device was very long and pointed, certainly not meant for normal human ears, OSCORP printed on it's side. He set the bluetooth device down and furrowed his eyebrows in confusion, mind searching for any sort of clue to this device's whereabouts.

He was snapped from is thoughts when a knock at the door sounded. He cleared his groggy throat and slicked his short hair back, confused when he felt a slight bald patch and found a pile of dead frayed hair under his desk. His eyes widened in shock as his hands slid from his scalp. Whispering cackles and evil voices reverberated off the aching inner sanctum walls of his skull, electrolytes fuzzing around his trembling brain.

_You missed Christmas, Norman...shame...you'd be spending it alone anyway if it wasn't for me!_

_Norman...the power we feel...we can be unstoppable!_

_Don't give it all up! _

_We still have to get our revenge, Norman!_

The volume of the voices rose higher and higher in his head, a high pitch whine echoing in his eardrums. The overlapping laughs and Diablo voices made beads of cold sweat trickle from his brow. His heart thumped irregularly and he swallowed over the bulbous lump in his neck. The door knocked again, more urgently. Norman's breath turned cold and his eyes blurred as the creeping black death in his veins lapped up his neck again.

_Don't let them win!_

Norman sharply snapped out of his trance and swallowed hard to calm his body to normal rhythm. He ignored the patch of hair on the floor and how his skin felt rough and bumpy, almost like a snake's skin before shedding. He slid his fingers over his damp neck and pulled his shirt collar up over it.

"C-Come in." he managed, looking up from his desk at the door. The wooden door swung open and two people barged in, frantic looks on their faces. The lead researcher of Special Projects, the name '_Sandra James_' cast into the silver of her rectangular name badge. Her white Oscorp lab coat was creased and had small chemical stains, long bags folding under her tired eyes, a frown on her lips, showing how long her hours have been. Her oil slick black hair was pulled back into a tight bun.

The second member, A man named '_Ivan Clarke_' stood behind her, broader and taller in his white lab coat, a few Bunsen burner scolds to the fabric. His bald head was slightly prickly with growing needles of hair and his face was covered in five O'Clock shadow.

"Sir, sorry to barge in like this." Sandra apologised immediately as she clutched her pad to her chest, her heavy English accent eclipsing ever word in crisp calm yet frantic tones. "But we have an emergency."

Norman's eyes flit up and he stared them down. "Emergency, wha-what kind of Emergency?"

"The man who was meant to be funding our research, a Mr Francis Dalais?" she looked up at Norman to confirm. He gave a tilt of his nose, eyebrows furrowed in confusion. "Sir...he's dead." she gulped, nodding to solidify fact. Norman's eyes expanded and he gulped, running a hand over his short haired scalp.

"Wha...Wha...Dead?" he looked up, eyes full of incredulous demeanour. She nodded sharply. Then Ivan stepped forward, flicking through pages of his pad.

"A-And sir, Special projects has a situation of urgent proportions. The entire project and floor has been locked down." he looked up, gulping as Norman stood sharply from his desk, hands pressed into the wooden tabletop. Norman searched the air for words, gaping like a fish.

"Wha...what do you mean, what happened?!" he snarled at Ivan. He staggered back and dug a hand into his coat pocket, eyeing the carpet.

"Sir...the Glider and specialised suit?" He looked up as Norman nodded him to continue. Ivan dug his tongue into his cheek, eyes looking around the office. "Sir...it's been stolen."

"Stolen? How-How can something top secret, be stolen!" Norman roared, eyes ramming down towards the table, widening when he lay vision on the elongated earpiece.

_Oh yes, oh yes it was us Norman, you and me, Goblin and friend!_

The sinister voice sung in his head, cackling. He shook his head and let two fingers slip the stack of papers over the earpiece. "How was it stolen?" he looked up at them. Both Sandra and Ivan were nervously eyeing different directions, unable to face Norman's ragged texture.

"No idea sir, but all the vials of the muscle enhancement serum were stolen too. We believe that whoever did this, was the thing that attacked the festival on Christmas Eve." Sandra gulped, looking down at the newspaper on the corner of Norman's desk. Bernard must have brought it in early in the morning. Norman followed her gaze and placed his finger tips on the paper, spinning it round to face him. The Daily Bugle had a huge photo on the front cover of the green glowing Glider flying over fiery explosions. He noticed the blurry enhanced image of the man atop the glider, barely even recognisable. Suddenly his memories returned and he gulped hard, till his throat ached.

"You are dismissed. I want you both to focus on restarting the Extremis project." he pointed at them as he walked over to his window, hands falling behind his back. He watched the sun rake it's golden glow over New York. His eyes focused on the reflection in the glass, seeing the blotchy scars and bruising patches. He shuddered and tried to ignore it.

"Sir, the Benefactors shut it down, they won't allow it." Ivan countered.

"Then find a way Ivan, that's what I pay you for. You both can leave."

"But the suit and Glider-"

"Will be returned, don't you worry about that. I'm sure Spiderman, will be seeing this...man...again, very soon." Norman stared out the window as the voices lifted in his brain.

_Ah yes, that Spiderman. He ruined everything! He stopped us getting revenge. We need to kill the Benefactors, and if he intervenes again...Spiderman will die!_

Norman felt a grin curl his lips, then stopped it, shaking his head as senses returned. "No, no I can't do that! I'm _not_ a bad man." Norman sighed, turning from the glass to see a very confused pair of workers. Sandra raised an eyebrow.

"Err...sir?"

"I said dismissed. You can both go home for the day, it's Boxing day for Christ's sake!" he snapped, pointing to the door. They both hurried out, leaving him to his sinister thoughts. He slumped down in his chair and lifted the earpiece. "I'm not a bad man..."

_No...but we are. Together, we are...unstoppable!_

Norman gulped and set the device down, closing his eyes tight. Maybe the voices were right about Spiderman. Maybe the web slinger was a threat to his attempts to cure his deathly illness. He needed the Benefactors gone to restart the project, he _wanted_ them gone for humiliating him and stopping him from his cure. He shook his head and heard a faint tap of knuckles on the open door.

"Bernard, you can go home too, just leave me to listen to my..." Norman looked up to see the one person he never expected. The teen had a thin frame, clad in a black winter trench coat and long fringe of brown hair swinging across his brow. The pale skin and small demeanour of his son. "...Harry."

"H-Hi Dad." he managed as Bernard lugged his suitcase passed. Harry gulped and rubbed his neck. Norman stood from his desk.

"What are you doing here?" he hugged his son, patting his back. Harry chuckled weakly.

"Well...I...I hadn't heard from you in ages, so I came to Manhattan. I needed a break away from Boarding school." he shrugged. Norman scoffed.

"All you do is break. Kids..." he rolled his eyes, walking back to his desk.

"Merry Christmas to you too." Harry sighed, defeatedly. Norman didn't respond, too busy eyeing the device on the desk. "You look worse, Dad...are you okay-

"You shouldn't have come, Harry. For gods sake, I put you in Boarding school to give you an education!" he roared.

"No, you put me there cause I'm a failure to you, and you wanted me gone!" Harry countered, lips creased into a snarl. Norman spun round to face his son.

"You...know nothing about the sacrifices I made for you!" Norman bellowed. Harry only wanted to spend Christmas with his Father, and not even five minutes into laying eyes on one another after five years, they were fighting.

"I know you sacrificed everything for yourself! Including Mom!" Harry roared back, small pale fists at his sides. Norman scoffed and shook his head.

"Still a child. You know absolutely nothing about me, or what I sacrificed, what I lost!"

"Because you won't tell me. I'm just another burden to you." Harry looked away, gulping heavily as his lips pressed to a frown. Norman ignored the jab and went back to his desk, sitting in his chair and flicking through notes. Harry stayed in the doorway.

"Where will you be going to school then? I won't have you frittering away your education." Norman snarled, eyes never leaving his notes. Harry scoffed.

"I'm attending Midtown Science High School." he added emphasis to each word, trying to sting his Father. Norman never even flinched.

"How'd you get in there? By waving your father's money around?" Norman huffed, shaking his head disapprovingly.

Harry scoffed and fought back the tears of how cruel a man his Father was. How could he not remember that this was who he was? Why did he still beg for his approval? Maybe he could show his Father that he wasn't a failure, that he was trying to be like him, only better. Harry was here now, he might as well stay and make an attempt, even if his Father won't. He stopped on his way out, looking over his shoulder.

"You know Dad...I came here trying to rebuild some sort of relationship between us...whatever died with Mom." He watched as Norman's shoulders sagged. "I just wish you could see yourself in the mirror...and see through the mask you hide behind." Harry sighed, walking out. "Merry Christmas Dad." he spat. Norman sighed and dropped the papers, running a hand along his brow.

_A son? Hah-Hah-Hah, another Osborn! You are too fun Norman!_ The Goblin voice cackled around the room.

"Shut up! Leave Harry out of this. I'm not doing that again, forget it. I'm not killing anyone else." Norman sighed, shaking his head. The Goblin laughed again.

_Yes you will...You love the power you feel when we combine! You can have everything! With me, you can live forever. All we need to do, is kill the Benefactors!_

Norman began to listen to reason, suddenly snapping his head out of the sickening dream. "N-No, No, I killed...No, _you_ killed Francis! I-I-I won't be a part of any more bloodshed." Norman sighed.

_Norman...they win if you don't help me. Think of what we can accomplish together! We can kill them, and we can live forever! Why are their lives worth it? They happily trod and stamped on your hope! Now...take away theirs..._

Norman nodded to himself, eyes fixating on thin air. "What about Spiderman?"

_He gets in the way again...then we have no choice...but to squash the bug._

"Okay...B-But just those bastard Benefactors, right? N-No innocent people?" Norman begged the airy voice.

_No...only the targets. Only the people who hurt you Norman. Spiderman will only be a concern...if he interferes again._

Norman gulped and nodded to the ghostly voice. "Okay...what do we do?" he whispered, hoping Harry doesn't hear.

_Look at the Newspaper, Norman! _

Norman flicked the pages open and settled on the page in question. He spread his fingers across the paper and jabbed a finger.

_There. The Benefactors will be holding a memorial service for that evil bastard Francis, in the New Year. We strike then!_

"Okay...Okay...We stop them. We're doing good, right?" Norman looked up at the ceiling.

_Oh, of course Norman. These people destroyed the research that would cure you! They need to die!_

Norman grinned. "Yeah...they do."

...

A New Year, a new term of School. Peter huffed as he skateboarded down the elongated halls of Midtown Science. His hair was it's usual windswept self and with his earphones blaring music into his drums, he relied solely on his Spider senses and reflexes to weave the board around people. His hood was up and his hands were dug into their respectful pockets, his mind millions of miles away as he looked down at the new bag across his shoulder.

Christmas day had flown by without a hitch, Peter spending the day with Aunt May and Gwen with her family. Throughout the calm relaxing day, Peter did find himself texting and phoning Gwen back and forth, unable to be apart from her sultry tones and her stunning sense of humour. Peter was more than happy, and thanked Gwen repeatedly on the phone for his Christmas gift.

Gwen had gotten him a brown leather shoulder strap bag, with his initials printed onto the buckle in golden metal. The stitching was flawless and it had this distinct intoxicating aroma only affiliated with leather. The scent was soft on the nostrils and yet so exciting. The rich leather scent evoked memories of the best moments in life, it comforted with its warm fragrance and subtly smooth yet rough texture. Peter had smiled warmly at the bag sat atop ripped apart wrapping paper and ran his fingers over the sculpted gold initials.

_I love that girl so much._

Peter then spent the evening having a traditional Christmas meal with his Aunt, a few stolen glances at the empty third chair from both of them. They smiled sadly and changed the subject to a happy venue, enjoying a day, just one, to relax and catch up with his beloved Aunt.

After Christmas had finished for another year, Peter got ready for Gwen's Auntie's wedding. Though he was nervous to his absolute core, it all melted away when he arrived at Gwen's apartment, Helen letting him in with what seemed like a warming smile as he adjusted his suit collar and blue tie.

His senses fell into overload as he saw her. His Tux suddenly felt like a furnace, as did his face, which was bright red. His fingers grew clammy and nervous sweat beaded along his brow. A euphoria of astonishment hit him in crashing waves of uncontrollable Teenage hormones, and elapsing episodes of gaping like a fish followed shortly after.

Gwen...his Gwen, clad in a second skin of figure hugging and flattering pink. The dress was gorgeous on her. The neckline wasn't low cut, but it revealed just enough skin to make any man look twice. Her thin waist sunk in and then curled outwards as her curvaceous hips carried on down until they formed her stunning legs. The pink dress was flatteringly snug, but after the hips and at the thighs it loosened into an ankle length skirt of light pink, a slit up the left side revealing her creamy leg, making his throat dry like sandpaper. Golden hair tumbled down her bare shoulders and pink lipstick finished the insanely beautiful addition to Gwen's appearance. Her mascara was soft and light, her eyes standing out against the black in two large gorgeous lakes of white, green irises plunging Peter into an ocean of beauty, threatening to hold him under till he drowned.

Once he finally managed to break free of those wonderful eyes and her stunning body, she greeted him with a defeated huff and sag of her shoulders, moaning about how she hates skin tight dresses. Peter could only stare at her, dumbfounded by how lucky he was to have this stunning woman.

The Wedding went by perfectly, with Peter stood at the back snapping photos for them during the ceremony and the after party. He smiled at Gwen as she stood by the alter with the other Bridesmaids, a bouquet in her hands and a roll of her eyes indicated how she felt. He helped her through the day though, making her laugh when he shouldn't and cheering her up during the celebrations when people spoke sadly about George Stacy, the first Stacy family gathering since his demise.

Peter slammed into something and stepped off his board, shaking his head from the long visit into his memories of the Christmas break. The barrier in question turned around, short buzzed blonde hair, his large muscular physique clad in a Spiderman shirt and his shorts revealing his defined calves as he spun on heel. _Uh-oh._ The angered frown on his face melted into a grin when he saw Peter.

"Parker!" Flash chuckled as he playfully punched Peter's shoulder. The large once-be Bully chuckled as he wrapped an arm around Peter and tussled his hair with his knuckles. Peter could only wince and grin as Flash had some catching up to do after a few weeks.

"Hey-Argh-Flash!" Peter managed to emit, finally breaking free of Eugene's grip. Flash just laughed and grinned as Peter sorted out his hair and flicked his board up into his grip. "How was your break? Take anyone's lunch money?" Peter grinned, feeling bolder around his new best friend. It was odd to see Flash as a friend, since it happened so fast, but they _were_ in fact friends. Peter would still stop cold when he saw Flash approaching down the hall, but that old mentality of fear was slowly rubbing away.

"Hah, nice one Parker." Flash grinned as he waved goodbye to his friends, the Jocks walking off with the Red head Mary Jane in tow. He leaned against the locker beside him. "Nah, I went up state, hang out with my Uncle and Aunt, just...chilled. Kicked back." He grinned at Peter. Peter nodded and looked to his locker opening it and stowing his board inside. He looked at Flash and nodded at him, repeatedly. Flash raised an eyebrow.

"The shorts? It's January, dude." Peter chuckled as Flash laughed, scratching under his jaw.

"Yeah...Don't...Don't tell anyone..." He leaned forward, checking the coast was clear. "But I heard that Mary Jane, digs leg muscles. Like...really digs em, you know? Been hittin the gym to try and beef these boys up." He chuckled. Peter nodded, scratching at an itch on the back of his head.

"Y-You like Mary Jane?" Peter rolled his eyes.

"What? Dude she is ho-t!" he popped the 'T' with a tap of his tongue to the roof of his mouth. Peter chuckled over a toothy grin as he grabbed his books for first class. "Why, you not like her?"

"She cheats on every guy she goes out with, or she gets cheated on. Not really relationship material." Peter scoffed. Flash chuckled and nodded to himself, still leaning against the array of lockers as people bustled by. "But...if you like her, I say...go for it, no harm in trying, I guess." Peter shrugged, wetting his bottom lip over the top one. Flash nodded.

"Gee thanks Parker, glad I came to you for relationship advice." he grinned. Peter laughed flatly, shaking his head.

"How is Gwen?" Flash crossed his larger arms. Peter nodded to him in a fast repetition.

"Huh? oh-yeah-no-yeah, she's-she's good. She's great, actually." Peter grinned to himself. Flash smirked and nodded to him.

"Lucky man, Parker. Lucky man." Flash gave Peter a punch to the arm and walked off. Peter rubbed at his arm as Flash bowled away, high-fiving Jocks as he walked by them. In reality the punch was nothing, his superhuman strength shielding the blow, but Peter had to keep up his appearance of being...plain old Peter Parker.

"Catch you later, Parker! We're playing Basketball as Lunch, you in?!" He called, arms outstretched into a challenge. Peter grinned.

"Heh, yeah...Yeah, I'll see you then." he laughed, shaking his head and turning back to his locker. he stowed the last of his books and pencils in his bag and shut the door.

"I thought we were hanging out at lunch?" Gwen said, startling Peter as he leaped out of his skin. She'd been stood behind the door, waiting for him to close it, his predicable ability to drop into his own little world making it all too easy to startle him. He caught his breath and shook his head, a grin spreading across his face.

"Y-You really suck." he grinned. Gwen lifted a hand from her hugged books and tapped her creamy chin.

"Hmmm...see-I-I thought that-you know-having _Spidey Sense_ would make you- I don't know, less jumpy, hmm?" she cocked her head to the side, a sarcastic curl to her plump lips. He dryly laughed and faced her. She looked as beautiful as ever, ponytail and fringe just as when he - or was it she? - first asked one another out in the awkward exchange in an empty hallway. Her short black skirt reached her thighs and left a band of creamy skin before her knee high boots concealed the rest on their way down. Her black top and white belt completed the look and he leaned forwards pecking a kiss on her lips.

"Mmm, hey to you, too." She grinned, licking her lips. He smirked and stood up at full height, hands dug into his pockets. He watched as her eyes danced over his features, and he knew all too well what she was doing.

"No cuts or bruises, Gwen. I'm in good condition today." he chuckled as she sagged her shoulders and rolled her eyes.

"Well, that's a first. But then again, I guess Spiderman _is_ on a break, seeing as his suit is...is..." Her speech faltered as she noticed his downward gaze. "...trashed..." She raised an eyebrow at his lowered stare. "Pe-Peter...wha-what are you staring at?" she followed his eyes to her legs, raising her eyebrow.

"Just...it's winter, how are you _not_ cold?" He shrugged. Gwen scoffed and shrugged back.

"I'm a woman. We're enigmas." she smirked, walking passed him. "Even the Amazing Spiderman can't understand us." she grinned as she happily took his hand in hers. He cackled under his breath as he walked with her, swinging their arms together as they walked. They both weaved around students as the bell rang out across the school. A few windows were still boarded up from the Lizard fight months ago, but funding for windows was last on the school's concerns, especially when it came to repairing a whole school.

Gwen squeezed his hand as they swung them like pendulum, back and forth between them.

"So..." Peter started.

"So?" Gwen humoured, swinging her hand, and his in the process. He smiled happily as they walked through the halls of the school, heading towards the first lesson of the year: English language. She clutched her books in her opposite hand and peered up through her fringe at him. He looked at her and she shrugged her shoulders and eyebrows, attempting to squeeze the words out of him. "So...what, Peter?"

"Oh...Yeah...I umm...was wondering if you-umm-you wanted-wanted to come over tonight. Aunt May's making chicken and...I umm..." He interrupted his sentence with a chuckling grin as he leaned closer to whisper in her ear. "I need help with a...project." he grinned at her, rubbing his head with a free hand. Gwen nodded to herself, lips pressed into a pondering expression.

"Oh...okay...A project, huh?" she smiled knowingly at him. He gingerly laughed, eyes darting around the emptying hall. Gwen leaned over and whispered hot breath into his ear. "Does this...project...include red and blue Spandex?" she laughed softly as Peter nodded comically fast. "Then yeah, I'm free!" she beamed at him. He smiled and tugged his hand free of hers, Gwen pouting unhappily as she pawed the air to try and reclaim his hand. He wrapped the arm around her shoulder and pulled her against him, kissing the top of her head.

The feeling of her soft, silky locks brushing his lips and the sweet scent of her wonderful fragrance smothering his nostrils scent a happy curl to his smile; Warm fruity shampoo with a kick of tangy hairspray igniting his senses. He lifted his head from hers as they neared her locker.

"Awesome. Aunt May'll be happy to see you." Peter nodded as she let go of him and spun the combination lock. His hands dived into his Hoodie pockets. Gwen smiled and peered over at him.

"Well, I can't wait to see her. If I'm correct, and I always am - she said-she said something about baby photos at Christmas, hmm?" Gwen grinned as Peter's head sagged forward in defeat. "Could be...hmm, interesting." Gwen pouted in thought as she flicked through the book she needed for English. Peter huffed and pressed his sunken forehead against her shoulder. Gwen giggled and shoved his shoulder. He staggered back with a grin and she saw an anomaly on him, quick to point it out.

"Peter. Sleeve." she looked into her locker. He raised an eyebrow then saw that his left sleeve had bunched up at the forearm, exposing his wrist and web shooter.

"Oh cra-thanks, Gwen." he huffed, tugging the sleeve down and checking the hall for anyone who saw. Luckily, the hall was mostly empty. Gwen shut the locker and shook her head, eyes rolling. He scoffed and followed as they headed to their first class, unhappily pealing apart to avoid being lectured on public displays of affection.

He let her walk into the class first, following closely behind. The room was still filling with yawning, miserable students, all abysmal to how fast Christmas break had flown by for another year. The Teacher sat at her desk, eyes raking over the notes for the lesson plan. Mrs Stone's silvery locks were coiled up in a bun and long rakes of crows feet crept out from the edges of her aged blue eyes. Canyons of creasing wrinkles curl from the corners of her mouth and her nose as she read the plan to herself.

Gwen hugged her books to her chest and neared the Teacher. "Good morning, Mrs Stone." Gwen smiled at her. The elder looked up and beamed back at her.

"Ah Gwen! Hello my dear, how was your Christmas?" she asked gently. Gwen puffed air through her lips and shrugged.

"It was...It was hard." she narrowed her eyes to solidify her statement and she nodded with her chin held high. Her husky voice faltered only slightly, but the smoky tones of her raspy voice returned soon after. Peter stood near her, hands in his pockets. "First Christmas since Dad..." Gwen gulped and shook her head, raising and jutting her curved chin out again. "First Christmas without him and it was...yeah-hard. B-But we had fun though! Yeah...erm, you-how-how was your Christmas?" Gwen rubbed behind her ear. Mrs Stone smiled sympathetically and cleared her throat.

"It was lovely thank you, dear."

"Good...well...I'll umm...I best get to my seat." Gwen nodded with a smile as she turned to her desk among the rows of others. Gwen walked passed the desks of limp students, arms hanging over the tops and gossiping girls, chatting about the holiday antics. Gwen huffed as she perched in her seat and laid her books out across the desk. She took out her pen and instinctively began to chew the plastic tip as she glanced across her notes.

She flit her eyes up as Peter began finishing his conversation with Mrs Stone, evident by his swivelling heels and comically fast barrage of nods, constantly repeating "Yeah-no-yeah" in a low whisper. Gwen smiled as she balanced the plastic pen lid between her pearly teeth. She'd studied Peter's mannerisms ever since she noticed him, stepping in to help a kid who Flash was bullying, taking the punches for a boy he had yet to even speak to. Her knowledge and vast revision on Biology meant that she sussed Peter Parker very early on. Then she discovered his secret, and he became all the more complex...to her excitement _and_ frustration.

Gwen snapped from her thoughts as Peter sat in the desk behind her, jutting his shoulder and dropping his bag beside the chair. She looked over her shoulder and smiled at him. He grinned back and glanced down at the book. Gwen couldn't help but smile to herself as she turned back to face the front of the class, her mind busy on him. After all they'd been through together, how there relationship had blossomed like a spring flower, Peter was so much more than a puzzle to solve to her now. He was an adventure to experience, a drug for her to grow addicted to, a euphoria for her to feel as it pools in her stomach and flutters like a frothing sea of Butterflies. Even though she'd lost a great deal over the past few hectic months, her emotional state of mind a train wreck, she couldn't help but feel optimistic for the future. Gwen couldn't help the beaming smile that curled up her cheeks.

...

Norman walked slowly around his Living room, oak floors and deep cherry wood walls coating his vision in a brownish gold hue. Ever since the revelation on Boxing Day, he'd locked himself away and busied himself with ideas for how he was going to survive this plague in his blood. Harry was heading into school - late - but he had other pressing matters at hand.

His head throbbed and he sunk his shoulders downwards. His shirt collar was peeled open and his bare haired chest was drenched in sweat. Beads of rolling water run down his forehead and dripped off his brown onto his dampened shirt shoulder. His white shirt was turning an almost translucent grey and he was slowly burring a trench into the wooden floor with his pacing.

_What? You know what you have to do..._

"Shut up a moment. I'm thinking." Norman hissed at his alter ego. The Goblin voice scoffed in his ears.

_You know what you have to do, what you want to do! As long as the Benefactors live, you will die...You will never be cured..._

Norman sighed and rubbed his eyes with the heels of his palms. He grit his teeth. "Can you just let me think!" he cursed. "I don't even have the suit or the Glider, or the serum any more...god knows where it all is..." He rounded off the list on his fingers. The Goblin cackled, echoing across the oak balcony's and bookshelves, the smell of polished oak taking a sinister turn to a stench of warped iron.

A blob of blood splat on Norman's sleeve, a panicked hand lifting to stop the nose bleed. He gulped over the lump and tried to stifle the ragged drumming of his heart.

_You're out of time to think this over Norman. Francis's memorial is coming up...our last chance to get them all! We act tonight!_

Norman gulped and nodded as he lowered his red smeared hand, eyes fixed on the bookcase in front of him.

_Go ahead Norman...you know what lies behind. You opened the safe on jolly old Christmas Eve..._

Norman felt a strained swallow ache across his throat. He slowly staggered towards the bookshelf, feeling the Poltergeist activity of his alter ego pulling his puppet strings, walking him towards the shelves. Norman's eyes quivered and his hand involuntarily lifted to the red book in between the rainbow of hardbacks. The book slid back and a mechanical click sounded, cogs meshing and grinding as the wooden oak cabinet slid open.

Norman staggered back with wide eyes as the door of books slid aside. The pitch black room behind it beckoned him forward with unseen curling hands of sulphuric green smoke. Norman gulped and felt his legs stagger forwards, stepping into the blackened room, slippered feet sinking into the rolling sea of green gas.

Norman peered up as the pitch black abyss above flickered to life as track lighting blinked on. His eyes adjusted and he swallowed hard as the room lit up. He looked forward and stopped in his tracks, shaking his head as his lips curled into a terrified grimace.

"No...No, I never could have...no..." Norman shook his weary head as he looked upon the landed Glider and incomplete Goblin suit stood upon it, left side uncovered of green armor, showing the exo-skeletal pistons and bolts beneath. The black under suit had tears and snags from the fight with Spiderman, green Oscorp paint scratched from the armor. Norman paced up the steps and stood before the headless suit, large green pouldron on the right arm being a coaster for his hand to sit upon. He looked down and saw the right earpiece attached to long wired stalks, protruding from the neck-hole. The left earpiece, was currently in his pocket, taken from his desk where it perched earlier on in the week. All his fears of it not being a dream had been proven truth here and now, as he stumbled upon the Goblin lair in his own home.

_Now, we suit up! We take back our lives Norman! With my help, you will be cured!_

Norman looked over at the stainless steel desk of green liquid filled syringes. He gulped and broke his eyes away. He knew he had to kill the Benefactors if he had any hope of curing himself. The blood trickled down his nose and he felt the creeping fingers of black veins climb up his spine. "We start tonight...right?

_Yes Norman. We kill them all tonight!_

* * *

**Author's Notes: A rather boring chapter, I know, but we need a few fillers, right? Next one will be better, I promise! Love you all! - Dave**


	11. Osborn

**Author's Notes: This Chapter includes a lot of Gwen and Peter fluff, seriously there's a lot! It also features one use of explicit language. You have been warned! Love you guys, and enjoy! - Dave**

* * *

**Chapter Eleven: Osborn**

...

The first few periods of the school day seemed to dissolve into the past very quickly, Lunch time soon arising as the cold winter sun rose high into the deceitful blue sky. A cold snap of air whipped across the vibrant green track and small pockets of icy snow littered the field with specks of white. Huge Voluminous clouds of grey roll and tumble over one another behind the distant skyline of New York city, car horns and police sirens wailing in the far away 'Big Apple.' The blue sky of matte cyan seemed to slowly swell and fill with the vast quantity of massive continents of icy fog, drifting towards Midtown Science High school.

As the long break between lessons slowly reigned over the school, students bustled and paced around the field in frantic directions, like a hive of ants with no Queen to answer too. The younger years seemed lost in their swirling hurricane-like movements, only for a stray football or Basketball to bounce between them and break them up, like a shoal of silvery fish. The jocks roared and cheered as they dribbled balls back and forth across the slushy field, a few melted snow balls making their way through the cold air, smashing into icy particles off of any unlucky student's back.

Gwen and Peter had no interest in these games, simple content being sat on the bleachers, huddled together in blissful silence as they watched the noon sun dip behind the swirling aurora of clouding fog. Gwen hummed with a smile as she curled her legs up under her rear and nestled her head between his cheek and shoulder. Their fingers were intertwined in Peter's lap, one of her hands freely raised to her chest and rubbing her thumb over the silver gem of her necklace. Peter's free arm was wrapped around her shoulder, holding her against him.

"I love this Necklace so much, Peter." Gwen smiled as her eyes darted down to the large dab of gold and silver between her pinched finger and thumb. Peter grinned and kissed her scalp, sniffing her wonderful scent - something sweet combined with something that was entirely Gwen. His arm that was wrapped around her shoulder found its way to her long hair, running his fingers through the trickling golden stream. Gwen hummed happily and snuggled into him.

"So...what time should I come over tonight?" Gwen smiled as she lifted her head from his shoulder, eyes inches from his. He looked down at her hand and shrugged, eyes lifting back up in a vibrant burst of doe brown.

"Umm...Y-You wanna come over straight after school? W-We can finish that English Essay and then, umm, you err, you know...we can work on the new suit." he nodded to her, his voice but a throaty whisper. Gwen smiled and nodded sharply.

"I-I-umm-Yeah, Yeah I like the sound of that." Gwen's smile beamed at him for a mere moment, her pearly teeth peeping between her soft lips. His grin widened too with an airy chuckle. Slowly her smile fell and she sighed, looking at her one small hand intertwined within his. "You seen any more of that...thing that attacked Simon?" Gwen asked him, eyes lifting to his. He sighed back and shrugged, eyes falling along with his shoulders.

"No. All quiet, and that makes me nervous. I-I know, he's gonna come back, but I don't know when." he huffed, his bottom lip running across his top one as his gaze faltered towards the field. She smiled weakly and nodded, peering down at her necklace.

"Well, I guess we need to get Bugboy's new duds all cleaned up then, don't we?" she smiled at him. He chuckled heartily and nodded, his smiling eyes looking at hers. "We'll figure it out Peter, together."

"As long..." his voice became a whisper. "As long as you don't get caught in the middle. I-I won't have you getting hurt Gwen, you know that. You understand?" his eyes turned steely. Gwen nodded with a puff of air through her lips. "Gwen? Come on, I need to hear you say it-

"Yes, alright? I won't get stuck between you and this freak." she frowned. He nodded and pursed his lips as Gwen wriggled out of his arms to sit up right. She sat up straight, adjusted her ponytail and flicked her fringe aside. "But you need to understand that I can deal with _Spiderman_ getting hurt, but _not you_."

"Wha-What does that mean?" He furrowed his eyebrows, confused. The bell rang and Gwen got up, grabbing her books and clutching them to her chest. She looked down at him, the sunlight behind her igniting her hair in a heavenly glow, almost a halo of blonde around her face.

"It means I can live without one, I can't live without the other." she stared at him to let the message sink in, gulping and nodding to herself. He sighed and stood up too with a groan, his knee caps popping. Gwen cringed and shook her head, staring back up at him as he nodded sharply.

"Okay, okay. I-I-I got it, I got it."

"Cause you know that I invited Peter Parker over for Branzino, I didn't invite Spiderman over for Branzino, and I - I just - I _really_ need you to understand - you understand right? I mean, I _love you_, and I can live without Spiderman, but just - _not_ - _you_." She prodded her books at his chest on each syllable, head falling forward with a groan to rest on his chest. "_Not you_."

He huffed a grin and gently grasped her upper arms, thumbs massaging the pads of her biceps. Her head lifted and he planted a sweet kiss on her forehead, moving her fringe aside to allow his lips passage. He pealed back and looked deep into her eyes, lost in the evergreen irises and expanding pupils that dilated over his features.

"I love you too Gwen. Don't worry yourself so much, okay? I'm here, see?"

"Yes, Yes I umm, I see that." she furrowed her eyebrows at him. He grinned at her mannerisms.

"What? Wha-why the face?" he chuckled, hand gesturing to her expression. Gwen pouted and shook her head.

"No, no it's cool. Just...usually you say something more romantic than that." she stated, lips curling into a tale-tale smirk. He nodded sharply and eyed the floor.

"Oh yeah? I'm romantic, am I?" he cackled, lips creasing into a lop sided grin. Gwen crumbled and scoffed.

"Well, I mean, I wouldn't go _that_ far-you know, throwing the word 'romantic' around..." her voice dropped to a mumble by the end. He laughed and gave her a sweet tender kiss on the lips.

"I love you, Gwen."

"Yeah...you too." She smiled at him. "Now, come on, we've gotta get to Biology!" She said sternly, taking his hand in hers, his head falling with a groan. His other hand outstretched towards the bleachers as she dragged him away, like a spoiled child.

"No! I liked the bleachers! I liked the hugging and kissing and the - oof!" she gave a firm tug and pulled him away to her side. He shoved his hands in his pockets and walked alongside her, heading to the brain aching hell of Biology class. Peter ran a hand along his scalp, raking through the fibres of his thick hair. Gwen cocked her head with a subtly grin in his direction. He saw her studying him in the corner of his peripheral, growing more curious as her eyebrows furrowed together.

"Wha-What?" he chuckled weakly, gingerly running a hand over the back of his head. Gwen shrugged and looked forward as they walked through the thin slushy layer, crunching and squelching under their feet. Peter stepped in front of her, eyes on hers. "What is it? I-Is it my hair?"

"God, you are so self concious!" she scoffed over a chuckle in her throat, her raspy voice cutting through the winter air in a cloud of condensation. He huffed and grinned at his shoes. "No...It's just..._This_ is _us_." she smiled. He raised his eyes at her, hands firmly rammed in his pockets. His eyes darted back and forth as he tried to understand what she meant. "No troubles like, how to stop a gigantic Lizard, or a guy on some Glider...just...School, relationship stuff, fooling around, you know?" she shrugged gently. He grinned and nodded quickly.

"Yeah, I mean, Biology will always be my Arch Enemy." Peter cackled at Gwen's cheek lifting giggle. She lifted a hand to cover her mouth as she laughed, her eyes crinkled into a laughing glare.

"Yeah-No-Yeah, me-me too." She nodded and calmed her laughter, quickly lowering her smile and narrowing her eyes into slits, raspy voice being it's usually sarcastic smoky whisper, a tilt to her head.

"At least you're good at it!" Peter's lips snaked into a smirk. Gwen shrugged and pointed onwards.

"Maybe you'd be better if you were on time for a change!" she challenged. Peter nodded and shrugged his shoulders, the universal Peter Parker signal for 'Yeah, I guess'

"Yeah, I guess." he nodded mopily. "I really like kissing you, though." He grinned devilishly. Gwen gave a hearty laugh as she lifted her chin towards him.

"Well...maybe...if you do well this lesson..." she leaned over to his ear, her hot breath sending waves of goosebumps rippling out across his skin. "...that can be your reward." she whispered huskily, her voice dripping with seduction. Peter gulped and nodded as his skin flushed. Gwen reeled back and smirked proudly at his response.

"Yeah, Yeah...Come on, we gotta get to class!" he grabbed her wrist and hauled a laughing Gwen off towards the Biology labs.

...

"I'm telling you! Tha-tha-that's the kid who's Spiderman! L-Look at the face I described!" the blonde haired thief pointed frantically with a bony finger to the paper in question. On it was a Police Artist's sketch of Peter Parker's face, matching the thief's description. The two Police Officers sat opposite him in the interrogation room both sighed and huffed, shaking their heads.

"Look...you've been going on about this since Christmas. You honestly expect us to believe that Captain George Stacy's daughter is dating Spiderman?" the tallest officer, tanned skin and blonde trimmed hair shrugged as he flicked the paper in his grasp. This was Officer Daniel Lugo, once designated to Captain Stacy's division. The shorter, slightly more rotund Officer with pale skin and a jet black moustache sat beside him was known throughout the department as 'Paulie' Smith.

"H-How'd you know that they're together?" the tattooed wrist man frantically asked, voice cracking like vocal glass. His thin dirty fingers drummed on the table at a fast pace, Drug withdrawal finally having it's effect on his body.

"She still drops by to say 'Hi' to the old team, and we're close family friends." the man gestured to his colleague. "Nah, Parker's a good kid, no way he's this...Spiderman." Daniel scrunched the paper up, the Thief's face scrunching in response.

"What! The-the-the-that's it?! No search warrant, no arrest! What the hell!" the man roared, his greasy blonde hair matted together, the welt under his left eye brimming with purple hues.

"Look, we've got a homicidal maniac with a Glider on the loose, a dead Benefactor to Oscorp and the press so far up our asses I can taste the lawsuits!" Daniel huffed, standing up as his chair legs scraped and screamed across the concrete floor. "We'll...Get back to you if we find anything." Daniel sarcastically grinned. He turned towards the door and followed Paulie out of the room, slamming the door to the room shut.

The thief took several shaky breaths, his hands trembling from the sudden withdrawal of wicked chemicals in his blood. He suddenly roared in frustration, flipping the table with his chained hands. The cries of frustration were nothing more than muffled shouts from outside the bunker.

"Damn you, Spiderman! Fuck you, Parker! ARGH!" He rolled over the floor, hands batting at his writhing chest as he cried out to the bland white ceiling. Paulie scoffed and shook his head, watching through the thick mirrored glass.

"You believe a word he says?" Paulie looked up, rubbing his paunchy chin.

"Nope...No way this Parker kid is Spiderman." Danny laughed as he threw the scrunched up drawing in the trash, both of them laughing to one another at the ludicrous idea of it.

...

Peter and Gwen sat side by side in the Biology class, swapping notes and looking over the vast quantity of questions on the paper. The Teacher, Mr Owen, had issued the class an assignment to do where they had to pair up and test each other on the human anatomy. Small voices and mumbling conversations echoed around the class room, rows of long wooden desks stretching up the length of the class in parallel lines.

Gwen huffed as she watched Peter, his chin resting atop his crossed arms. A lone finger peaked out from the bundle of crossed arms and poked at his pen, watching it roll up the slightly tilted table and roll back down. His eyes followed the pen's every movements. Gwen rolled her eyes and checked the room, seeing everyone's eyes down.

Quickly she lifted her hand and pinched his neck, Peter sitting up sharply and rubbing his neck with a hiss through gritted teeth. "Ahh! What the hell?" he whispered. Gwen shrugged at him with wide eyes,

"Well help me finish this then!" she whispered back. Peter finished massaging the wounded zone on his neck and stuck his tongue out, which made Gwen snort. She shook her head and looked down at the paper, biting the tip of her pen. Peter huffed and let his chin drop back to his arms as he stared at the paper. Gwen cleared her throat and removed the tip of the pen from between her teeth.

Drawn upon the paper in scratchy black and white printer ink was an outline of the human body, many black lines spreading out from certain organs and muscles. Gwen and Peter had to label the organs and explain what they do. Gwen pointed her pen at the paper, Peter following the wavy stick of plastic and ink.

"Right, so what organ is...this?" she pointed to the black line shooting out from a small blackened blob in the human's chest. Peter sat up and rested half his face on the curved heel of his palm.

"A Lung?" he huffed, bored. Gwen shook her head and sighed unbelievably.

"Second in his class...wow." Gwen raised her eyebrows as she studied the paper. Peter saw the bait of a challenge, and accepted.

"Alright, it's the oesophagus, often referred to as the gullet. It's part of the digestive system." Peter listed off, before slumping his head back to his newly crossed arms. Gwen grinned proudly and nodded.

"Good! Okay...what's this?" she pointed to the next organ. Peter sighed and raised an eyebrow up at her. "What?"

"I know all these, I-I just...I umm..." he scratched the back of his head. "I wanna see if you-you-know them, you know?"

Gwen's eyes flared and she sharply turned back to the paper, scribbling harshly onto every label. "Spinal Cord, Larynx, Trachea, Oesophagus, Aortic Arch, Lungs, Heart, Spleen, Kidneys, Liver, Pancreas, Diaphragm, Gallbladder, Stomach, Intestines, Ureter, Urinary and Urethra!" she stopped to take a much needed gulp of air. "First...in my...class." she huffed. Peter nodded and gingerly pointed to the neck of the drawing. Gwen followed his finger, eyebrow raised.

"You forgot the Carotid Artery." he mumbled. Gwen's lips pressed into a frown and her eyes widened to fearful new levels.

"Peter, I am _this_ close to punching you in...in the..." she turned back to her list and ran a finger down it, stopping on one with a finger prod. "...in the Oesophagus!" she hissed, keeping her voice low in the quiet classroom. Peter grinned and nodded, surrendering. Gwen began to gently giggle as she looked at Peter's reaction.

"So...Muscles?" she smiled. He grinned and nodded sharply, sitting up straight beside her, his hand finding hers beneath the table as they studied together.

...

Peter leaned against the locker as he pushed his foot back and forth atop his awaiting skateboard. He looked up from the motion at his feet and around the bustling hallway at the end of the school day. He was waiting beside Gwen's locker, ready to go to his house and spend the evening with his amazing girlfriend.

"Peter?" He turned at the male voice and his eyes widened when they landed on Harry Osborn. The smile of a smirk peaked across the pale face of Harry and his combed flat hair flicked down over his eyes. He chuckled a grin and walks up to the still shocked Parker.

"Holy...Harry?" Peter chuckled as Harry greeted his friend with a hug and a pat on the back, Peter doing the same. "What are you doing here, I ain't seen you since..."

"Since we were six, and I got sent off to boarding school? Yeah...long time." Harry nodded to himself, a slight frown on his pressed lips.

"Hell yeah, long time! Wha-wha-why are you here?" Peter gesticulated with frantic hands at the air. Harry laughed and shrugged his black coated shoulders. "Oh...Your Dad?"

"My Dad." Harry nodded. "He's...He's not doing well."

"Man, I-I-I don't think I've seen him since...since I was five." Peter blew air through pursed lips to alleviate the stress of how time has flown since he'd last seen his closest friend and his Father. Harry grinned and looked at Peter's feet.

"Nice Board. Still skating I see?"

"I'm better now." Peter laughed.

"Oh, no more falling off and crying, huh?" Harry grinned a toothy laugh. Peter's lips creased into a teeth revealing grin, an airy laugh leaving his lungs. He rubbed the back of his neck.

"Hey, I was five at the time, okay?"

"Fair enough...Fair enough. Well, listen. I'm staying at my Dad's, you know, Osborn manor outside of Manhattan?"

"Yeah-Yeah-Yeah." Peter nodded frantically as he whispered a faint chuckle. Harry took out a card with a phone number printed on it.

"Well, come over some time this week. We'll catch up, yeah?" Harry chuckled. Peter took the card and studied it with his vision, nodding comically fast, eyes flitting up at Harry. "Man, it's good to see you Pete. Nice to know I've still got some friends in this world." Harry chuckled as he pat Peter's arm with a thump. "I'll umm...I'll let you get back to...yeah." Harry gestured a hand over Peter's shoulder and smiled passed him before walking off towards the school gates.

Peter flicked the card between his fingers and turned to see Gwen smiling, hugging her books to her chest. She beamed and nodded her head once in the direction of Harry. "He seemed nice. Who is he?"

"Harry Osborn. My oldest and most loyal friend." Peter smiled. Gwen puffed air through her lips as she opened her locker.

"Geez, looks I've got competition as the holder of your heart." She grinned. He snorted and shook his head. "If you do decided to run off together, I'd appreciate a heads up." she shut the locker door and smirked. "And aww, you got his number! Score!" she cackled.

"Hah Hah." Peter dead panned at her. "Nah, just...He and I grew up together...then...my umm...you know, about the whole, umm..."

"Yeah." She shut up his nervous ramblings with her gentle voice of understanding. Gwen knew how it felt to lose a parent. Losing both must be horrific beyond all comprehension.

"I moved in with Uncle Ben and Aunt May, and he was sent to boarding school." Peter looked at the card in his grip. "We just...drifted apart, you know? Crazy to see him turn up outta the blue." he grinned weakly at Gwen. She smiled softly and rested a hand on his upper arm, smoothing across his sleeve. He smiled at her and nodded quickly before slipping the card in his pocket and coiling his arms around the small of her back, nose to nose with her.

"So..."

"So..." She smiled up at him, his eyes so close they were a blur of brown.

"You ready to go?" he asked her, tilting his head to her locker. She nodded happily and kissing him, both being lost in the euphoric cloud of ecstasy that coated the fibres of their nerves, the pooling sea of frothing butterflies that flutter in their stomachs. He peeled off her swollen lips and smiled.

"Grab that board and we'll go." she chuckled as he frantically searched for his board, which had rolled out of sight. He breathed a sigh of relief when he saw Gwen's boot resting on the skateboard. She smiled and let him pick it up, holding it in the crook of his arm. His other hand met hers as they walked home.

...

Peter sat on his bed as he watched Gwen looking through the vast supplies of red and blue fabrics. A few hours had elapsed since they'd finished school and reached Peter's home, also completing their English Essays. Aunt May was still at work, the night shift at the Hospital draining the poor woman. Peter flit his eyes up from his sketch of the new suit and watched Gwen as she pushed hair out of her eyes and studied the fabrics, running her fingers along the textured clothing. His eyes landed on the sides of hers and he just admired how big and beautiful her eyes were. She had such unique eyes, and he got lost in them so easily. He was sure that if they were an ocean, he'd drown over and over again.

He looked down at his pencil and the drawing. Smudge marks filled the eyeless gap of the mask in the drawing. He just couldn't decide on how to make the lenses on this suit. He found it difficult to fight the Lizard, especially when looking through the small golden slits of his last suit's lenses. They were old sunglasses lenses, but this time, he had a white mesh-like fabric that could be seen through easily from the inside. He also had a coating of glossy reflective plastic to put over the white mesh, but he just couldn't decide on a shape.

He studied Gwen's eyes for a moment and inspiration hit him. The eyes need to be bigger! He quickly sketched the new larger eyes of the suit, flicking up their outer facing edges into almost a tear shape. A black border was added to make them stand out, like Gwen's mascara. He grinned happily and nodded to himself.

"So, I was umm...I was thinking of-some-something like this?" he mumbled as he sat up on the lip of his bed. Gwen hopped onto the bed beside him and leaned into his shoulder as she studied his drawing.

"Wow, Peter you can really draw! Like, seriously, you've got some awesome talent here." She beamed, eyes widely set on his sketch pad. He surrendered it and she took the book, flicking through the canvas pages. Several different Spiderman suit designs litter the pages, seeing one with a red pen circle around it. That suit was the first ever one, the suit that he wore in his fight against Connors. She smiled at it and turned the page.

"I umm...I like to draw, when I can-you know-get, get a chance." he rubbed his neck and rested his wrists across his knees. Gwen nodded with pursed lips as she studied the pages of art, her green irises bouncing off the rounded walls of her eyelids.

"Wow...I never knew you were such a great Artist. I mean, I know you love photography, but this is...wow." she shook her head in disbelief with a smile as she looked over the array of sketches and drawings. Peter grinned at her compliments and looked over her shoulder at the pages. His eyes bolstered wide and a blush hit his cheeks as he tried to take the book off her.

"Well, that-that's enough for-"

"What? Come on, let me see what you've drawn..." she stopped and her eyes set on the page she'd turned to: It was a large pencil Sketch of Gwen. The soft strokes of graphite had shaded her face beautifully, and her eyes were stunningly detailed with long sharp lines of black and white to replicate her complex and gorgeous eyes. Her hair was drawn stunningly, long locks cascading down her face and over her eyes, pursed lips making her look unbelievably beautiful in his drawing. Small eraser marks of white lined her lips and made them look shiny, finding herself replicating the expression in the drawing as she looked up at him.

"You umm...You drew...me?" she pressed a hand to her chest. He gulped and nodded with a nervous grin, hand raking through his hair. Gwen turned back to her graphite reflection "Wow I mean...wow. Do I really look like that?"

"Well I umm, I mean yeah, I think, I think so, if that's a good thing, I mean I hope it is, I drew it when I was like...I was..." his blush was deep red now, and Gwen revelled in it. "When I was still majorly crushing on you. It's really weird I know but-

"No!" Gwen blurted, eyes snapping to his." No, Peter this is...so, so flattering." She smiled at him, looking back at the drawing.

"Really?" He gingerly asked.

"Peter, to know that someone liked me enough to draw me...especially as well as this...I..." she smiled at the sketch. "It's wonderful."

"So...you're not like, weirded out by your weird stalker?" He joked weakly. Gwen huffed a laugh.

"Not even a little bit." she beamed, planting a kiss on his lips. Peter smiled into the kiss and peeled back.

"Cool...Cos, when I drew it I had ,like, no idea I'd _ever_ be with you, so I never thought you'd see it, and now I'm embarrassed again..." he sighed. Gwen laughed and closed the book, wrapping her arms around his neck and pressing her lips to his, reminding him that she loved me, no matter what. They both fell back from Gwen's pushing and pressed Peter into the mattress, Gwen on top.

She broke the intense kiss session for a gulp of air, looking over at the floor of red and blue fabrics. The book had fallen off the bed and flipped open onto the page with the new sketch drawing. Gwen giggled as she looked back at Peter.

"Looks like something from a comic book."

"Maybe...Maybe that's what I'm going for." he grinned.

...

_The Benefactors are having the memorial tonight, Norman! We have our chance!_

Norman stood on his balcony, overlooking the distant New York city, skyscraper jungle slowly disappearing into the blackness of night. The Lunar glow was the only thing to paint white outlines on the towers. Norman sighed and rubbed his brow, feeling the cold chill of his virus creeping over his ears. His dressing gown belt kept it tied around his body.

_We're out of time, Norman. No more delaying! If we fail to kill the Benefactors tonight, a cure will be impossible!_

"I know, I know, Don't you think I know that?!" He growled at the sinister voice. A chill seemed to sway around him, almost as if the ghostly presence of the Goblin was pacing around him.

"Dad?" Harry spoke from the house. Norman turned and looked upon his son. "You okay?"

"Yes, Yes I'm fine. Go finish your homework Harry." He gave a weak smile and Harry beamed back. Maybe he was getting through to his Father. Harry turned and went back to his array of books on the home library table. Norman finished a gulp of whiskey from his glass of ice and let the effects dull his usually sharp senses.

"Harry, I was err...I was going to go out tonight. A few friends are holding a banquet with the Benefactors and it'll be good if I'm there."

"Oh..." Harry let out a disappointed sigh. "Okay. I was going to tell you about my day."

_Humour your son Norman, listen to him and make him believe we are going to this...party. Good lying by the way!_

The Goblin cackled at him in his cerebrum. Norman hissed and turned, walking his slippered feet into the library, a warm glow illuminating the room. Norman walked over to Harry at the desk.

"What umm...What happened today then?" He asked. Harry raised an eyebrow and looked up from his sea of paper.

"You really care?" He dead panned. Norman nodded. Harry took the bait and wet his lips. "Okay, well I umm...I saw Peter again, remember Peter Parker? H-He goes to Midtown Science. Yeah, I mean I invited him to come over sometime next week, I-if that's okay..."

"Yeah, Yeah, invite him over. We'll have dinner, give you two a chance to catch up." Norman gave a fake smile that Harry ate up, a beaming grin on his lips.

"Yeah? Thanks Dad." Harry looked back at his papers as Norman set his empty glass down and headed out of the room.

"Well, I best go get ready and head out. Don't wait up, I'll be back later, much later." Norman called as he left the room with a grin on his teeth. Harry nodded and continued to study.

Norman stepped out of the room and stomped over to his library shelf and pulled the red book down, watching it slide open. Slowly it revealed the darkened room and he quickly stepped inside, the shelving closing behind with a mechanical screech. Harry lifted his head from his books at the sound, but soon shrugged and went back to studying. Meanwhile Norman was injecting himself with the Goblin Serum and screaming inside the sound proof room as his body became part of the violent metamorphosis.

He slowly crawled his cracking and snapping torso up the steps to the awaiting Glider and suit, his muscles expanding and filling with the toxin, puffing up the biceps and shoulders to intense new strength. He managed to stagger his cracking and shifting feet into the suit, throwing off his dressing gown, revealing the skin tight black under-suit already on. His muscles bulged beneath the suit and his skin split and healed, scars and green hues tainting the boiling leather.

His teeth turned sharp and yellow, his gums black. His hair grew as his hairline receded and instinctively slick back into a frizzy witch hat of Keratin fibres. His nose pointed and his chin sharpened as his eyes flared green.

As all this was happening, the armour was being applied to his body, the scratched and incomplete green plating sliding and mechanically tightening to fit his body. The Glider bellowed to life and Norman slotted the two ear pieces onto his newly extended ear tips. A horrifying grin ripped across his face and he cackled as the roof opened up into an Aperture lens like hanger hatch. The lunar glow lit up his green monstrous hue and he laughed maniacally as the Glider lifted upwards and out of the Osborn Manor, heading towards New York within a streak of green light.

"The Green Goblin returns!"

* * *

**Author's Notes: Next Chapter will be a Gooden guys! Plenty of Gwen and Peter this time round. Hope you like Fluff that rots your teeth! Love you all and let me know how you're liking this so far! - Dave**


	12. Cherished or Perished?

**Author's Notes: Here you are guys! A side of Fluff with a dish of combat! Enjoy! Oh...and try not to hate the Goblin too much ;) **

* * *

**Chapter Twelve: Cherished or Perished? **

**...**

Gwen ran her fingers over the bumps and slithers of the Spandex skin, rubber veins coating the red and blue fabrics. She traced her index finger across the torso of the suit, feeling the snake scale-like material rise and form the blackish silver sculpt of the Spider on the pectorals. Gwen smiled proudly and finished the stitching across the shoulders, seeming red into blue. Peter sat on the bed, stitching the lenses onto the new mask. He smiled proudly, and also happily as he studied Gwen out of the corner of his eye. Seeing her help make this suit meant the world to him. He wasn't in this alone, even if deep down a voice of reason was telling him he had to be. But she was a part of his life now, and no promise was going to break that.

He slipped his hand in the mask and lifted it up into the ceiling light, smiling stupidly at how awesome it was looking. He had finished stitching both eyes onto the mask and loved the large white lenses with their black borders. He'd also fitted the rubbery webbing pattern of blackish silver onto the mask with a fast drying solidly strong adhesive.

He carefully laid a layer of thin adhesive glue onto the black curved plastic frames and gently pressed them onto the eyes, grinning at how it was beginning to match his concept and the swirling torrent of ideas in his mind. The shiny gleam of the protective plastic coating across the lenses reflected in the bedroom light, and he saw the mirrored view of blonde hair falling over them. A shadow blocked the light and he peered up at her.

Gwen nodded with a grin at the mask. "Looking great, Peter. Ah, this is so cool!" she cheered, turning and looking at the spread out suit on the floor. The suit legs still needed to be sewn up, along with the boots. The rubber webbing pattern was already laid out across the suit and Gwen had begun to glue it onto the Spandex.

"Whoa. The-There I am sat with a mask, a-an-and you've nearly done the whole suit!" Peter chuckled as he stood up off the bed, gently setting the mask down on the mattress. She turned and held her hands behind her back, head held high.

"Well I mean, it was pretty straight forward. You'd already done your measurements. All I had to do was...you know...make it." she grinned as Peter chuckled, rubbing his chin.

"You are incredible, you know that right?" he smiled as he scooped her up in his arms, earning a yelp of surprise from her.

"So...do I get a suit?" she grinned down at him. He chuckled and looked up at her, the light above her head illuminating her golden blonde halo.

"Well...you _are_ my Bug girl...so...maybe." he gave a lop sided grin. She chuckled and ran her hands along his chiselled cheeks. "But you have to use it for the greater good." he smiled. She huffed playfully and rolled her eyes.

"Aww, what? Greater Good? B-But I wanted to be Gwendolyn Stacy, evil ruler of all! Mwah-hah-hah!" she evilly cackled, throwing her head back. He laughed and struggled to keep his arms locked around her knees, still holding her up.

"See, rule number one: Cannot use your real name!" he cackled. Gwen pouted and furrowed her eyebrows in thought. The adorable expression earned a grin from Peter.

"Ooh, my name will be: Maxine, god of evil...stuff." she shrugged. He laughed and shook his head.

"N-No...no middle names! and "Evil stuff?" Are you even trying?" he grinned mischievously. She flicked the hair out of her eyes and shrugged.

"No...Not really. We'll be Bug team, yeah?" she smiled. He nodded enthusiastically, Gwen leaning down and meeting his lips. Somehow, the fervour in their kiss began to grow and grow, along with the aching heat in their erogenous regions. He slowly peeled his swollen lips off of hers and made light administrations with his brushing lips, against her cheek.

"Easy Bug boy, Aunt May'll be home soon." she rested her hands on his shoulders and peered down at him as he cupped the backs of her knees, holding her up. Peter shrugged.

"She's not due home till eleven." he pulled her down slightly and kissed hot pecks along her jaw, Gwen humming and shutting her fluttering eyes. He grazed his nose along the smooth creamy skin of her throat, feeling it tighten as she gulped. "It's just you...and me." he mumbled into her neck, lips sucking at her soft skin. His nervous stuttering and ramblings never once made an appearance, Peter seemingly more in control with the added courage of hormonal charge. The scent of her lavender perfume, cocktailed with her own enticing aroma made his knees tremble. This was _Gwen Stacy_ he was kissing this way! This girl loved him! Repeating those words through his mind never ceased to bring a content grin to his lips.

Her hands ran down his shoulders and onto his bulging biceps, a river of blonde rolling across his shoulders as she sunk her head down and began to kiss at his cheek, sucking the flesh between her lips. His hands slid up her soft thighs to her rear and he gently squeezed, the firm flesh under her skirt moulding around his fingers. She was _so soft_.

"Peter...mmm..." she moaned as his lips pressed against her collarbone, her head lulling back on her woozy neck, skin alight with spots of tingling sensation as his lips left hot wet trails. "...check the time." she grinned. He sighed and stopped his kisses, looking at the clock. A defeated sigh left his lips as he saw it was ten minutes till eleven. He gently let her down and she tugged her skirt back to it's usual hemline. She brushed her fingers through her messy hair and tumbled them over her shoulders. Both their swollen lips turned into nervous grins and Peter's mind slowly began to clear of hormonal hunger, his senses returning along with a blush that heated his cheeks. Apparently his blood was rushing back to his head...

She smiled at him, kissing his cheek. "Don't worry. We...We don't want to rush in to it, right?" she beamed. He nodded slowly and wet his dry lips. Gwen chuckled and took his calloused hands in her pale soft ones. "I'd rather our umm...our first time be...special, you know?" she inclined her head at him, eyes squinted slightly to relay how she felt. He nodded with a fast pace and muttered a 'Yeah' repeatedly, setting a rhythm with his gulps and swallows. "...not a quicky before your Aunt gets home." She grinned as a weak cackle left his throat.

"S-Sorry...I umm..." He huffed heavily and struggled to string together a sentence with his stuttering ramblings. "It was...it was too much, again." he ran a hand through his hair and avoided her eyes in embarrassment. He cursed under his breath at the stupid lust brought on by Teenage Hormones. Gwen chuckled and recaptured his hands, holding them tightly and bouncing them. "I-I-I didn't mean to...I got carried awa-Gwen, I'm sorry..." he dropped his head.

"Don't apologise Peter, not for that." she slowly gulped and lifted her chin towards him, seemingly trying to look calm, collected and in control, when it was quite the opposite as a shaky breath wobbled up her throat. "Just...I'm just...urgh, I'm nervous is all, you-umm-you understand, right?" she peered up through her fringe at him. His eyes bolstered wide and he looked into hers.

"Yeah, yeah, I-I do, I do, I-I understand completely." He nodded and whispered as he burned his eyes into her palms. She smiled weakly and looked up at him as he did. "I'd be...I'd be lying if I said I wasn't nervous too." he gingerly grinned. "I wasn't thinking straight. You...You just make me feel so..." he gesticulated with his hands, brushing his finger tips up his jaw and exploding them out before him, in an attempt to pluck words out of thin air. Gwen smiled a Cat-who-ate-the-Canary grin, crossing her arms.

"Oh yeah? I make you _feel_? Any more to that compliment, Bug boy?" she grinned at him. He shrugged and looked into her eyes bashfully.

"At peace." he mumbled. she smiled softly and uncrossed her arms, stepping closer to him, deeming it safe to touch one another after some time to let their body's heat fluctuate to acceptable levels. Gwen slid into his arms and wrapped hers around his broad back, burying her left cheek into the dip between his pectorals. He softly massaged her back and soon their hormones were back on a leash. He rested his chin on her hair and smoothed a hand down her arm, the other on her back.

"Come on, I'll take you home, yeah? W-We can finish...all of..." He waved a hand up from her hip and gestured to the room full of red and blue fabrics, Gwen's eyes following from his comfortable chest. "..._this,_ tomorrow." He gently hummed into her hair. She nodded and cooed as she hugged him tighter, both of them stood gently swaying in the room.

"Five more minutes of this...Please?" she muffled into his chest. He chuckled into her blonde locks and hugged her into his chest, taking a deep inhale of her wonderful fragrance. Shampoo, lilac, lavender and something that was entirely Gwen. He kissed her scalp and tilted his head, pressing his cheek into her hair. They both closed their eyes and gently swayed too and fro, a sea of red and blue fabric lapping around their feet. Gwen hummed a content smile and buried her face deeper into his chest, feeling the soft cotton of his Hoodie smooth over her cheek.

Peter smiled and wearily opened his eyes. He gently grasped Gwen's upper arms and pulled her up out of the embrace. An unhappy pout sat on her lips and her big baby eyes made him melt like warm butter as she looked up at him. He grinned and brushed a lock out of her eyes.

"Hey..." His thumb trickled down her cheek, Gwen's skin riveted with sensation as the tiny Spider hairs on his skin bristled her cheek. His thumb tip landed on her pouting bottom lip. "Keep pouting like that, you'll trip over that lip." he gave a lop sided grin and Gwen's pout turned firm under his thumb as she formed a small smile. Her hands came up to gently cradle his and his thumb fell from her lip.

"I love you." she gleamed. He smiled happily and a content glimmer tinted his now glassy eyes. This wonderful woman told him she loved him. He'd heard it before, but something about this moment solidified it like cold stone.

"I-I love you too, Gwen. God, I do." and with that, he captured her lips between his and she slid her arms behind his neck's nape, brushing her fingers through his hair. His hands rose to cup her cheeks. A warmth flooded their stomachs and knotted them, over and over again. It tugged on their heart's veins and slammed their nervous system with thousands of fiery sensations, all alight with kindling passion.

She peeled off and panted for air. "So..."

"So..." Peter grinned.

"You gonna take me home sometime tonight?" She grinned as her eyes reopened to meet his doe brown irises. He sniffed a laugh through his nostrils and nodded sharply. He walked back to his bed and picked up her bag, offering it to her. She slung it over her shoulder and he picked up the now dry glued and completed Spiderman mask. He held the tough resilient fabric in his palm and looked over the fine webbing pattern and the large white eyes. He smiled proudly.

"_That_, is the face of Spiderman." she commented. He nodded and gently tucked it into his pocket.

"Yeah-Yeah. Come on, let's get you home." he smiled, wrapping an arm around her waist and walking to his window. She pressed a palm to his chest and wrapped the other around his back tightly. She buried her face in his neck, and felt the sudden sensation of zero gravity, her stomach flipping over and her heart thumping faster and faster. The lick of cold air hit her skin and she slowly and cautiously opened her eyes, vertigo claiming her churning stomach. Seeing the ground bob up and down from beneath, the swishing of webs and the sudden burst of cold winds as they sweep faster downwards and swing back up again. The sky of patchy cloud revealed huge vibrant stars and a lunar moon of intense white.

She smiled and pressed closer into his side, hugging tightly to avoid dropping to the ground below. Her hair billowed behind her in a veil of blonde, and her eyes squinted as the cold air dried her scleras instantly. Peter hugged her tighter with his left arm and his right one lifted up over his head, a web exploding with a puff of _CO2_ from his launcher. It latched to a night lit skyscraper and they fell towards the ground, only for gravity's grip to loosen as the taught cable dragged them back up into the air.

Gwen grinned at the feeling of her somersaulting stomach. She loved these moments; The way her body experiences different velocities and rates of intense G-Force that could only be replicated on a roller coaster or from jumping out of a plane. Then again, this was how she felt when she was around Peter: A constant roller coaster, yet one hell of a fun experience that left her woozy and content by the end.

She felt her legs grow heavier as hot blood pooled in her tingling toes, then flooding back up into her head as he swung them back to a safe height. She peered across the bouncing view of New York city, hundreds of headlights racing through the white streets. Snow filled the air and patted against her warm skin, petals of snow fluttering in the night time breeze.

"Peter. This is...It's just so, amazing!" she giggled like a little girl, whooping as they swung up and over a lamp post, Peter's feet pressing against the metal pole and exerting a thrust from his calves to boost them up higher. She cackled and delved her head into the side of his neck. He grinned and continued to fire Biocables from his right wrist.

_Fwipt! Fwipt! Fwipt!_

The mechanical whine of the churning device and the puff of gas that launched the cable made a melody of calming rhythms. Gwen laughed gently as she enjoyed the overpowering sensation that flying high above New York City gave her. The stomach knotting drop that came at the end of every cable, and the relieving swing back skywards as a new cable took them onwards.

He looked down at her as she snuggled into his chest, her legs coiling around his. He couldn't help the content grin that crossed his features. "Gwen, You are the most amazing person I have ever me-

Suddenly a roar of jet engines barrelled by them in a flash of green, and both their faces took a shocked look of dreadful fear as the cable that supported them snapped. A stomach lifting change in gravity meant life and death as they both fell from the skyline, Gwen falling out of his arms. A cackle filled the air, but Peter was too fixed on Gwen's yelp of horror and the look of pained fear as she hurtled towards the ground, out of his reach. Her hair was tussled around her face and her lips were stretched into a terrified gasp.

Peter's heart slammed against his ribcage, and he ignored the fact that his own fall was impending towards the tarmac. Time seemed to slow as his Spider senses set fire to his brain stem, a brilliant flash of electrodes flooding his mind. He wanted to cry, he wanted to scream her name, he wanted nothing more than to save her, but she was too far out of reach. His heart felt as if it had broke free of the restraining shackles of veins, attempting to climb up his throat, hammering into his mouth.

Peter fired two webs to the flag pole that jutted from the side of a scraper, and he pulled hard on the tethers, swooping passed it and hurtling faster in a pencil dive. He quickly outstretched his wrist and launched a Biocable towards the love of his life, his only hope at a future. Gwen's back faced the ground and she could only watched as floor after floor raced by her vision. She whimpered and closed her eyes, impending the ground's sudden violent arrival, and a quick flash to blackness: Death.

Her eyes burst open as she felt a web latched to her leg and pull her up. She experience all the blood rushing to her head and a painful tug on her knee joint. Suddenly she was enveloped in Peter's arms and he quickly raised a hand to catch the last Flagpole before the ground, his shoulder popping loudly as they suddenly stopped with a bounce, the pole birthing from the skyscraper wall bending and flexing under their sudden weight.

Gwen yelped in shock and her lips contorted into a terrified gasp, her frantic eyes flitting from the ground below to the man who saved her. Glassy layers of salty tears enveloped her vision and she hugged him tightly. He panted into her neck and kept his only available arm coiled around her.

"Are...Are you...Jesus, Are you okay?" he managed to pant out into her neck. Gwen sniffled and shook her head, whimpering into his shoulder. He huffed a terrified throat clear and lifted his head. "I'm sorry, I'm sorry, I'm sorry!" he cried out, head shaking frantically, his straining shoulder cracking as the pole warped.

"P-Peter...We need to-Look out!" She interrupted her own cries as she pointed over his shoulder, Peter's head turning to see the Glider of green light racing around the side of a building, a cackle rumbling through the air.

"Gwen, in my pocket. T-T-The mask, put it on me." He ordered with a gulp. Gwen fumbled with her hands to squeeze in the gap between their bodies and shimmy it into his pocket. Slowly she pulled out the mask and donned it over his head, tugging on it so the huge white eyes lined up into the right part of his vision. He quickly swung his arm off the pole, legs outstretched and swooping forward to give any kind of momentum. He sharply lifted the free wrist, firing a frantic web to the side of the tower, swinging around the side of it, into a tight alleyway.

The only Spiderman uniform he donned was the mask, the rest of his ensemble being black jeans and a greyish Hoodie. He swooped and swirled through the air, keeping Gwen hugged tightly to his chest as they veered into the narrow slit of brick walls, corkscrewing through the thin slit between washing lines. Gwen's vision was a blur of floor, sky, walls, floor, sky, walls as Peter frantically swung and dipped through the tight alley, ducking around sharp, rusty, fire escapes and ladders, barely enough width in the alleyway to park a lengthways car.

Gwen hugged into him as tight as she could and watched over his shoulder as the Glider blared around the corner, a green hue dousing the brick walls. A cackle roared out and sparks trailed along the tight walls as the huge Glider's wingspan scraped through the gap. Her eyes widened and her green irises seemed to glow brighter with the Goblin's reflection.

"Peter, he's gaining!" she cried out as the terrified Spiderman swooped upwards around a fire escape, swirling through the air and hugging her tighter, using his body to shield her from any protruding sharp metal ladders or balconies. She slammed her eyes shut as the sensation of free-fall and sudden swinging made her nauseous. Her heart was hammering in her throat and she wanted nothing more than for this horror ride to end.

Peter lifted his wrist and shot a web to the underside plating of a Fire escape, just managing to vault upwards and around it, sucking in a breath and holding Gwen tight to fit between the opposite wall and the protruding black balcony. He finally shimmied around it with a burst of energy and a tug on the cable, exiting the tight canyon of brick and metal, the wide view of New York filling his vision. Gwen opened her eyes with relief to see them out of the tight valley of huge walls.

She sucked in a breath as she watched over Peter's shoulder as the Glider turned sideways to fit around the fire escape, the Goblin leaping up off the Glider and over the fire escape, landing atop the huge Gothic board on the other side. Gwen couldn't delay the fearful yelp in her throat any longer, burying her face into his Hoodie. Peter gritted his teeth beneath the mask and his wide white fabric lenses widened as he saw the Chrysler Building's taller bravado blocking his path. He quickly jutted his wrist to the side and shot a web up to the lip of a smaller brick apartment block. He sent all his weight to his shoulders, lightening his legs as he pointed his feet up and used them to pull up at the sky, releasing the cable as he vaulted upwards.

Gwen shouted in surprise at the sudden shift in G-force, hugging him tight. "Ah, crap!" she cursed. As they vaulted up over the roof, she just caught a glimpse of the green hue Glider rumbling upwards in pursuit.

"Gwen, drop and roll!" Peter ordered as he swung as low to the rooftop as he could. She nodded and hesitated a few times, finally plucking up the curdling nerve to let go of him and roll across the gravel rooftop, hands on her head to shield the vital organ within.

Now both Peter's arms were free, and he was furious beyond all belief. That was the second Stacy member the Goblin had attacked, and this time, it was the love of his life. _Nobody threatens Gwen._

Peter let go of his shortening cable and corkscrewed between two cooling units. He quickly flipped over in the air, shot two webs to each unit and let gravity continue to pull him back, filling the cables with groaning tension. Finally he began to slow and sag, feeling the tension in the cables pull him back the other way. He held his feet out in front of him, all his weight pooled into the heels of his trainers.

Suddenly the huge Gothic Glider wailed over the lip of the roof and over Gwen. She shuffled back across the gravel, shoes kicking at the ocean of shifting pebbles. The Goblin grinned at her, only for his head to snap up at the inbound sound.

"Incoming!" Peter roared, letting the taught cables slingshot him feet first into the Goblin's chest, knocking his feet out from under him and subsequently his Glider. Both of them became a tangled heap of flaying limbs and ravaging punches. They skidded across the rooftop, both cracking the ground as their superhuman torsos smashed into the gravel.

Gwen shielded her face as the out of control Glider spun wildly above her, the green barrage of thruster heat roaring over her body. She flitted her eyes open as the Glider crashed into the roof and skidded across the gravel, sliding to a stop beside the fire doors. She caught her breath and gulped over her hammering heart, eyes still set on the now crash landed Glider.

Meanwhile the Goblin kicked Peter's chest with his huge metal boots and rolled over, getting to his feet. Peter quickly pressed his palms over his head and vaulted his legs up, landing atop his feet. The Goblin cackled. "Ha! Loving the look, Spider!" he commented on the red mask and civilian clothes. Peter shot a web to the Goblin's shoulder and reeled the web in, pulling himself up into the air and using that momentum to pile a fist into Norman's cheek.

Norman staggered only merely and Peter quickly rolled through the air to avoid the swinging wrist of huge muscle and dark green armour. Peter perched atop the Goblin's back and lifted a fist, ready to drop the tensed ball of fingers into his skull. Norman grinned and reached a hand up, grasping Peter's hood and pulling him off, slamming him into the ground, knocking all the air out of his now sealed lungs.

"I'll take your soul, Spiderman!" Goblin roared. Peter's diaphragm begged for air as he groaned and wheezed, his lungs finally opening and sucking in cold air through the mask. His white lenses widened in shock as the Goblin lifted both his huge armored fists above his prey. Peter shot a web out to the right and pulled on it, sliding his body along the gravel in a spray of small stones.

Quickly Peter got up and slammed a fist into Norman's reeling head. "You ain't got a soul, Gobby!"

"That is why I have no fear!" He cackled, grabbing Peter's trapezium and tightening his grip till the muscle felt like minced meat. Peter groaned as he was lifted into the air by his shoulder. Norman slammed a fist into Peter's chest and watched his body bend and contort up around the fist, legs brought up to the wound zone. Peter slowly raised a fist and smashed it into Norman's grotesque face.

Norman cackled into the punch and quickly reeled his own fist back, ramming it into the new mask of Spiderman, knocking Peter on his back with a crack. Peter's back slid across the gravel till he stopped at Gwen's heels. He peered up at her and she was focused on the Goblin. Her eyes were steely, yet her quivering lip and eyebrows said otherwise.

"Out of the way Girl, I've got a Spider to kill. Nobody is stopping me from finishing those Benefactors this time." The Goblin slowly paced across the roof towards them, gravel turning to powder beneath his heavy boots. The entire suit weighed more than Gwen and Peter combined. Gwen stepped in front of Peter, her legs trembling in fear - and cold. "Lucky I found you swinging around when I did. Can't have you crashing the party this time. Now, step aside Blondie!"

"N-No." she managed to breath. The Goblin cackled at her and Peter tried to climb to his weary feet behind her.

"J-Just go..." He heaved, hand cupping his side as his back hunched over. Gwen shook her head and kept her eyes fixed on Norman. Her hair billowed in the wind and her eyes were wide with a mix of adrenaline and pure fear. Her lips were parted into an oval, ragged breaths hissing between the two pillows of red.

"Fair enough. Guess I have to kill you too." Norman tusked, shaking his head. Gwen stepped back slightly, back brushing Peter's arched spine as he tried to get up. His mask eyed her back and he noticed Gwen had something behind her back. Peter raised an eyebrow and tried to snap his back to a straight line. "It's a real shame..." Norman's huge torso bulked before her, green Oscorp armour darkened in the night. His hand came up to grab her neck, a toothpick between his huge armored fingers.

His grin widened as he grasped her throat. The disfigured man's monstrous Goblinesque face was hidden in shadows and lumpy scar tissue. Who ever he was, it was unrecognisable. Gwen choked as her feet left the gravel, lifting higher as his metal plated arm bulged. She started to see stars as a fizzing static like blur narrowed across her vision, hands grasping at his gauntlet, a metallic click sounded under her palm. She was close to passing out. "You are a pretty young thing, my dear." and with that he threw her aside like a toy, Gwen skidding along the gravel.

"Gwen!" Peter grimaced as he tried to punch Norman. The huge Green Goblin simply caught Peter's fist in his palm, crushing his knuckles. "Impressive!" he chortled. He threw Peter's hand aside and slammed his boot into his chest, knocking Peter down to his knees again. Gwen gasped for air to fill her deflated lungs and she sat up, looking in her hand. She still had it.

The Goblin tusked as he paced. "Tssk, Tssk, Tssk. It's a shame..." He shook his head and lifted his right arm, the huge wrist gauntlet mechanically whirring as a long silver blade extended with a hum. He held the blade up over his head the shiny sword glimmering in the lunar glow. Peter looked up and new found steely determination filled his heart, adrenaline flooding his body. "With powers like yours, hell, you would have made a fine villain!" The Goblin swung the blade down and Gwen's breath hitched as she watched from the outskirts. A loud bang hummed and the sword became motionless.

The Goblin's eyes widened as his Biceps strained to stab. Peter's palms had sandwiched the blade, holding it away from his neck. "I...Argh...chose...my path!" Peter roared as he stood on his trembling knees. He threw the blade to the side and watched the shocked Goblin stagger. He quickly webbed the shoulder pouldron and pulled himself towards the Goblin, ramming a fist into his pointed nose.

The Goblin fell back with a stagger, the blade retracting into his gauntlet. He stood up at full height and flared his black gums. "Missing something?" Gwen coughed from the side. The Goblin turned and widened his eyes upon seeing the device in her palm: The Glider control mechanism. He quickly looked to his gauntlet and saw it missing. He scoffed and shook his head, a low cackle rumbling up his throat, turning into a full on laugh. Gwen attached her phone to the device and it hummed green, the battery of her phone powering it.

"Very good." He applauded as Gwen pressed the button, the Glider lifting off and ramming into Norman, sending them both hurtling off the rooftop. He grabbed the wings and vaulted himself up and over the Glider, landing atop it. A cackle filled the air and he stood atop the hovering Glider, a green glow illuminating him. Peter stood beside Gwen as she got up on shaky knees. "But maybe next time!" he laughed. Gwen looked at the device in her hand as it short circuited and popped with sparks, rendering it useless. She dropped the spark spitting device with a grimace and sucked the wound on her thumb.

"Ah!..." She pulled her bleeding thumb from her lips. "He's locked me out, I can't control it." she huffed, picking up her phone, watching the Goblin fly off towards the Trinity Church. Peter sighed and quickly removed his mask, sweat dribbling down his forehead, cocktailing with the blood. He ran a hand through his hair and watched the Green Goblin hurtle away. He quickly turned and enveloped her in his arms.

"Are you okay? I-I'm so so sorry you got involved with that!" he whispered as he hugged her tightly. She hugged him back and he whispered into her ear. "Gwen...I'm so sorry...I-I should have listened..."

"I know, I know. But I'm fine, okay?" she reeled back, looking down at herself. "See?" she gulped. She didn't quite believe it. Her body was still numb from the almost death she felt from falling earlier, her throat was sore and a large purple bruise was stretching down her neck. Yeah, she didn't believe her own words at all. But if she told Peter that, he'd react the only way she was able to hypothesize: He'd panic and get distracted from fighting the Goblin, possibly getting seriously injured, or he'd push himself out of her life again to "Protect her."

"You can't keep getting hurt because of me." he whispered, eyeing her shoes. He looked back up and his trembling mouth struggled to string together the array of stuttering words. "Y-You _can't.._."

Gwen stepped forward daintily and she took his hands. He looked around her, tracing a border with his vision around her body, trying to avoid her stare of devotion. She tugged his hands and forced his eyes to jerk onto hers. She latched her green irises onto his brown ones. "Now you look at me, and you listen." she ordered, her husky voice steely, even if it came with a few shaky breaths.

"G-Gwen, I-"

"No, you will _shut up_, and listen to me, okay?!" she burred her eyes into his, scorching his scleras with her sharp stare. "This is _my_ choice, understand?" she lowered her craning neck to catch his slowly descending eyes of guilt. her blonde hair bellowed across her face, sticking to her wet lips. "_My_ choice, okay? Nobody makes my choices for me!" she snagged his hands and made his eyes lift to meet hers again.

Slowly she huffed and softened her hardened gaze. "My choice." she nodded to herself, her neck bobbing with a strained gulp. He couldn't help but fixate on her bruises. "No more running off as soon as I get into danger, N-No more of this damn promise my Father made you make." She dropped her head with a groan and slowly collected her nerves, lifting her chin and jutting it out, bravely. "I-I-I know it's a horrible...horrible thing to say, but Peter...h-h-he...he's gone...but you're here. And honestly, when you aren't here, when you keep that..._stupid_ promise..." She hissed. He nodded sharply and licked his dry lips.

"Gwen..."

"It just hurt so much, that-that you would do that-

"Gwen."

"And you can't do it again, not again, cos I-I can't keep going through that!"

"Gwen!"

"No, you are gonna listen to _me_, for once!" she snapped. He shut her up by crushing his lips to hers, a wave of crashing ecstasy lapping across her senses, all in the matter of a second. She shut her eyes and kissed him back after the initial shock waved off of her. He peeled back and looked at her.

"I am not going anywhere, okay? B-But..." he shook his head. Gwen huffed and slowly nodded, wetting her swollen lips. "...I won't risk it. Th-That's not me keeping your Dad's promise. Its me looking after the one thing I can't live without..."

She smiled a hum as he looked into her eyes. "Th-That's you by-by the way." He nervously grinned. She nodded quickly and kissed him again.

"I'm still gonna help you as much as I can..." she said matter of factly. Peter huffed, his words obviously falling on deaf ears. "But!" she cut him off just as his mouth jutted open. "But...you're right. This guy is too strong, and I-I don't wait to get caught in between. N-Not for my own life...but for yours."

Peter raised an eyebrow. "Peter, if I'm there during a fight, you won't be able to concentrate, and you could get hurt or worse. No...I think...I think I'll leave the fighting to Spiderman." she grinned weakly. He huffed and nodded. "You're the brawn..."

"You're the brains. I got it- I got it." he smiled, kissing her one last time. The Goblin was still on the loose, and Spiderman had to stop him. "You come up with anything?" he looked down to the broken device. Gwen slid out of his arms and shook her head, fingers pressed to her aching forehead.

"No...I've never seen anything like it. It looks like one of the computing devices we use at Oscorp...but that can't be right...right?" she raised her furrowed eyebrows. He shrugged, puffing air through his lips. "I'll figure something out...see if we can find a weakness in his armour, huh?" she nodded. He smiled and nodded back, mimicking her. Slowly the reality of the moment came back to his mind, and Peter huffed.

"Gwen...I-I-I gotta go." he shook his head and let his gleaming brown eyes burr into hers. She gulped and nodded. He slowly stepped towards her, capturing her hands. "I gotta go. I gotta stop him...now." he vowed. She nodded, more to herself than him.

"To think that...less than five minutes ago, we were in your room." she rolled her eyes, a strained chuckle aching her throat. His fingers traced her neck and he grimaced, a heavy burden of guilt lathing him. "Yeah-Yeah, I'll umm...take _this_ home..." she picked up the broken device and waved it in the air "See what I can get from it. Go get em, Bug boy...just...be careful, _please_?" she begged, all her emotion poured into the word. He nodded and kissed her nose. Slowly he parted, feeling her fingers slip out of his. He managed to pull away from her baby sweet eyes and stomp over to the edge of the building, pulling his mask out of his Hoodie's pocket.

"And Peter?" she called as he stepped onto the lip of the building. He looked over his shoulder. "Kick his ass. For me." she snarled, her hair billowing in the wind. He nodded and pulled the mask over his face, lifting his Hoodie sleeve and firing a web towards the towering Chrysler Building. He leaped off the tower and swung off around the side of the illuminated Chrysler monolith.

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**Author's Notes: Here you go guys, hoped you like. Next one will be a good chapter too (I hope!) Love all your kind words! Makes me really enjoy writing this, you know? Love ya! - Dave**


	13. Shampoo and Chocolate?

**Author's Notes: Hey everyone, new chapter! Pretty epic one in my opinion. It's got fluff and sadness and action...huh...it's a mini film all rolled into one chapter. Anyway, enjoy, and let me know what you think! - Dave**

* * *

**Chapter Thirteen: Shampoo and Chocolate? **

**...**

_Peter panted heavily as wet tracks stained his cheeks, cocktailing with the blood oozing from his torn chin. He carried the lifeless blonde in his arms, her veil of usually vibrant gold hair, now a heavy blood matted mess, swinging from her stone cold face. Her closed eyes hid the usually vibrant green irises and his tears simple poured heavier. His Hoodie was ripped down the side, claw marks gouging down his ribs, having plucked and scraped along every bone. He gagged over the tears and dreadful cries of constant 'No, please god no!' _

_Peter's mask hung lazily out the side of his pocket as he barrelled into the Hospital, the smell of antiseptic mixing with the sounds of coughs and cries from the waiting room. The vibrant white lobby was bustling with injured and ill, the green scrubs clad Nurses and Doctors mingling amongst them. Peter managed to push through. _

_"I need some help! Please help!" Peter cried out as loud as he could, all the patients and nurses stepping aside and falling deathly silent as they gasped and gaped at him and the girl in his arms. Nurses ran over and took Gwen out of his arms, despite his unbreakable bonding urge to hold onto her for dear life. He finally released her and they took the soft creamy skinned girl. He watched through the blurry tear glass that coated his eyes as they took her onto a nearby stretcher. "Please help her..." he mumbled through his quaking lips and gasps. _

_He could no longer see Gwen as they carted her off, only one last peek at her golden hair as she vanished amongst the crowd of scrubs. He finally caved and collapsed from blood loss and dehydration, trying to get up on his fleshy legs, as if no bones were present in his ankles. People crowed around and tried to help him up, many gasping voices murmuring 'This Kid is Spiderman!' and 'He's no older than my son'_

_After hours of waiting in a seat, his knees bouncing in horrible pent up stress, he peered up at the Doctor, who knelt down and gulped, resting a hand on his thigh. Peter's lip trembled and his eyes squinted to hold back the flood of tears, head shaking violently. "No, no, no, please god no! GWEN!" he cried out, getting to his feet and running down the hall, away from the Doctor. _

_Every person he ran passed had a smirk on their face and he soon barrelled into her room, the woman on the bed hooked up to IV's and a constant wailing beep crying from the heart monitor, a thin straight line of green moving across the screen. Her hair was sprawled out across the red soaked pillow and her face was calm and peaceful, yet pale and unrecognisable as his vibrant Gwen. Peter staggered back as the huge form of the Green Goblin stood over her bed, smirking over his green armor plated shoulder at Peter._

_You wanted to be the hero? Now you've paid the price!" the Goblin roared_, snapping Peter back to present as a car horn wailed, his eyes squinting to stop the blaring bright headlights. As the realisation of his horrible daydream hit him, he quickly swung up on the low cable and up over the bus, narrowly avoiding being a squashed bug on a wind-shield.

The quick swing upwards however resulted in a collision with a traffic light, the huge block of black metal clattering against his head and knocking the Spiderman mask wearing teen out of the sky and thudding into the tarmac with a groan, his bones aching all over. The cable supported box of lights bounced above the stilled traffic as a red lamp flickered on.

Peter shook his head and pressed his palms into the cold ground, pushing himself up into a knelt position. He lulled his head back and watched the green hue of Goblin race off over the skyscrapers. Peter groaned and clambered to his weary feet, his mind still plagued with horrible flashes of Gwen falling. The horror struck look on her usually cheerful face. Her hair cradling her face as gravity coiled around her torso and pulled her downwards, an outstretched hand reaching for him like life itself, which he was at that point. Her trembling lips and tear filled eyes. But the part that will always haunt him and replay over and over in his mind was the way as she neared the ground, towers racing by them like vertical train carriages, she closed her eyes, and accepted her death...

Peter shook his head and blinked away his bleary eyes beneath the mask. He shot a web up from his Hoodie wrist and swung up into the sky, feet outstretched to vault himself up higher and faster. His upset expression changed to pure rage and hatred. Peter was glad he hadn't had his first kill be his Uncle's Murderer, because now that slot was available. The Goblin will be the first man Spiderman kills...

...

The First Trinity Church, stood tall amongst the modern skyline of Manhattan. Gothic arches and spires rise and sink into the frame of Lime render and hunched Corninesses. Huge skeletal shadows loom and waver across the brick building as nearby winter trees sway their leafless branches in the bitter breeze. The tall spire of swirling bricks and mortar seemed out of place against the backdrop of tall identical skyscrapers. Those same bland towers of metal and concrete with thousands of window rows lacked the same heart and history that came with the Gothic sand coloured structure of the Trinity Church.

Patches of deep green border around the base of the Church grounds, home to several rows of concrete epitaphs, blotches of white snow freckling the landscape. With the five century old structure being stood amongst the much younger appeasing urban jungle, it almost seemed impossible to comprehend that this was still a place of beating hearts and mixed emotions, sunken into the deep confines of the very brickwork. A place that can venue Weddings and Baptisms, events that mark the start of something wonderful and life affirming, can also be the place where many upset onlookers and family goers can say goodbye to their dearest departed.

Francis Dalais, a man whose smiling face was currently clad in a bordered photo frame atop a wreath of blood red roses. Tears cascade down faces and sniffles and wails fill the huge open room of row upon row of Pews. A tall ceiling of curved wooden beams and bows carry the echoes and roll them around the Church, hauntingly carrying the cries of upset back into the reverberating eardrums of all the onlookers.

Black clads and clings to all of the family members, and the close friends of the other Benefactors. The miserable colour bites into the emotions and tears away chunk after chunk of raw upset as the family look up at the coffin and the photo through water logged eyes. Julia Dalais, the man's caring and devoted wife sits at the front row with his son Daniel Dalais, a young man of early twenties. Julia's usual chestnut brown hair is darkened with chronic depression and upset, tied up into a bun as her faint wrinkles crease and curve as her mouth quivers into another tearful gasp. Her son comforts her, his eyes wet with salty tears. His brown hair is slick back and a trimmed goatee squares around his firmly pressed mouth.

The Funeral Minister sighs heavily and rubs at his tight white and black collar, his aged and creased neck of excess skin sagging over the collar slightly. "It is...a solemn loss, to see such a kind hearted man joining our beloved God oh so early in life. Francis was a generous, wonderful, kindred spirit of a man, a man I wish I knew. Julia, I think now..would be a wonderful time for you to step up...and start the sharing of this man's well cherished life." The ministers smiled softly at her. "If you are capable. If it's too much, we can-

"No..." she gasped and sniffed, a tissue being wiped under her eyes as she straightened her tall and proud physique. "N-No, I will say goodbye to the love of my life." she only just managed to say over the quivers and shakes in her cracking vocals. Her son smiled warmly and rubbed her back, egging her on and giving her all the support only a son can. She took his hand and gave it a squeeze, accompanied by a thankful smile. Slowly she rose to her feet and looked around the room as all the Pews light up with supportive smiles, the black of their clothing seemingly lightening up as a beam of lunar glow edged in through the huge coloured glass.

She slowly stepped down the front of the Church and cautiously up the three steps to stand beside the minister. A shaky inhale and exhale quivered out of her tired mouth and a weak curl of her lips greeted the Minister, who smiled back, stepping over to the side.

The other Benefactors, Heather Langhorne, Richard Evans and even Colonel James Rhodes sat at the back Pew, watching as Julia took centre stage beside the long ivory weaved coffin. They sat in silence, watching one of their closest friends being laid to rest. A cold chill hit their spines and they quivered through the goosebumps inducing shiver. Heather brushed a black lock out of her eyes and leaned over to Richard. His bald head tilted slightly to hear.

"Do we know who killed him?" she asked ever so quietly. Richard shook his head with a bob of his Adam's apple.

"No...No we don't."

"Hey..." Rhodes looked at them both. "Show some respect. This isn't a conversation to have at his funeral." He sighed, smoothing a hand over his medal coated pectoral, the creases in the Dress Blues uniform ironing out beneath his black palm. Both Heather and Richard dropped their heads in a quick slap of guilt. Julia cleared her throat and steadied herself atop the front of the Church, a hand pressed to her Husband's coffin. She broke into new tears and her son slowly got up, walking up and standing beside her, moral support emitting from the brave man. She clutched his hand and smiled weakly despite the wet tracks on her wrinkled cheeks. She took a wobbly breath that made her throat constrict and tighten.

"M-My H-H-Husband was a wonder-wonderfully k-kind heart...hearted man." she managed to breath out. Her son stood tall beside her, the same bravado that Francis once held being prominent in his stance. A carbon copy of his father. Daniel's eyes wondered across the Pew rows of sniffing and upset family members, and couldn't help the tears that dribbled across his jaw. Julia took another deep inhale and looked at the photo frame atop the roses, smiling weakly at the man in the frame.

"He was my love. Always will be. We'll live for you Francis my sweet. Daniel will make you proud as always. I know that the road will be hard...with...without you." she sniffed and swallowed a tearful gasp. "But I know that with you watching over us...We'll survive...for you." she gasped and cried. Daniel hugged her tight and a small round of applause sounded from the audience.

...

The Goblin's Glider roared low across Manhattan, the white hot burn of the green glowing thrusters melting the rooftops of the Taxi cabs below. Norman snarled and flared his teeth as he saw the spire of the Trinity Church peaking over the skeletal trees of winter. He narrowed his green glowing eyes and loomed the Glider towards the age old building. He had the Benefactors within his grasp, only the Church's body hiding them within.

The wailing Glider suddenly vanished from under him as a pair of heavy feet slammed into his armor plated diaphragm, knocking him off and into the air, somersaulting through the cold biting atmosphere. His torso smashed into the roof of a Taxi cab, blowing the windows out upon the sudden pressure and flattening the roof like thin lead. He skimmed off the car and came to stop embedded in the grill of a Truck, the vehicle slamming to a halt as the cab twisted and swallowed around him, the engine block squashed behind seventy pounds of muscle and heavy armor. Tires burst with an echoing bang and the wind-shield collapsed into a spray of glass shards. The Truck bounced slightly from the sudden velocity charged body that slammed into the grill, wrapping metal around his hull.

The Goblin lifted his head slowly and peered out of the the caved in truck cab, air brakes constantly hissing along with the deflating tires. The driver's unconscious head rested on the steering wheel and a constant blare of truck horn filled the cold night air. People screamed and ran as a Hoodie wearing teen dropped down from a cable before the cab, Spiderman mask in place.

"You know, this is the second time you've really pissed me off." Peter snarled as he pressed his feet against the truck cab, his hands propped up above his head. The starfish position he was in dwarfed the Goblin. "This time, you are not getting away." Peter swore, mask inches from Goblin's grotesque nose. He simply scoffed and cackled, lifting his boots from the metal sink hole around his body and slamming them into Peter's chest, sending him hurtling into the side of a nearby Taxi, the cab swerving and swirling across the icy tarmac, entire front half of the vehicle written off, squashed along with the engine block as Spiderman fell from the cab, landing face down in the snow.

Peter groaned and shook his head, looking up to see the Goblin shake his shoulders free of the metal prison, the destroyed truck cab shuffling and bouncing as Norman stepped out of it. Seventy pounds of Goblin left the vehicle and the shattered suspension breathed a reluctant sigh. He stood before the smashed Taxi cab and smirked as Spiderman staggered to his trainer clad feet.

"You gave it your best shot. But you see, I have a group of Benefactors to kill. Then, I'll be on my way." Norman cackled, turning towards the Church and stomping up it's steps.

Quickly, Peter sat up and shot two cable's from his sleeves, latching to a heavy metal drain cover. He hauled it up and the massive circular dish of iron swung through the air, whirling like a mace club. Finally as enough momentum had pooled in the heavy plate of metal, he let go of the cables and watched the spinning velocity charged cover fly through the air and smash into Norman's spine, a metallic bang echoing as he flew off the steps, crashing against the brick wall as a spray of concrete exploded around his body. The drain cover bounced down the steps and wobbled its way to a halt by Peter's feet.

Norman sat up and groaned, his mechanical spine hissing and groaning, it's dented exterior struggling to straighten. He grit his teeth and got up off his knees, standing up and pressing a button on the back of his right palm.

"I'm tired of these games Spiderman, and I usually love a good game." He stood up and cricked his neck. "One last game, a quiz if you will!" Goblin turned and snarled down at Peter atop the steps, the huge silhouette of the Gothic church dwarfing his posture.

"You see Spiderman, you are pathetically predicable, like a moth to a light. I know you'll throw yourself into my fists time and time again to save a mere few. But think of all the innocents caught in the crossfire!" He roared, outstretched palms gesturing to the destroyed cars and trucks behind them, flames lapping around the crush engine blocks. People's screams filled Peter's ears as he looked around at the destruction that had happened due to their fight.

"Do you really believe that all these injured innocents are worth two snobs who look down there noses at people like you and me? Us, the freaks who are looking to find a way to survive? But them? All they do is take, take, take!" he stepped down the huge concrete blocks, heavy boots stomping. His hands gestured in sharp slaps at the air. "Are they really worth this city? The needs of the many, out way the needs of the few, Spiderman!"

Peter's head dropped slightly, eyes darting in thought beneath his mask. "Everyone's life is important! I don't place a worth on anyone's head, because they are all priceless to me." He stood tall and proud, fists clenched at his side. "I _will_ protect this city from you."

"Wrong answer!" Goblin grinned as a turbine wail crackled across the sky, Peter's Spidey Senses flaring, his skin prickling and his hairs standing on end. He suddenly back flipped as the massive Gothic Glider roared underneath him, two long bladed prongs extended from the Glider's grill.

Peter landed on his feet in the trail of clouding vapour, watching the Goblin leap up several feet and land his boots atop the Glider panels, cackling as he did so. The grass atop the graveyard rippled outwards as the Glider hovered low around the Trinity Church. The skeletal arms of the trees sway and wave at the sky.

"You've lost Spiderman. I _will_ go behind those doors and kill those Benefactors! I _will_ get what I deserve, and I'll kill anyone who gets in my way!" Goblin roared as his Glider turned towards the Church. Peter quickly shot a web onto one of the Trinity Church's spires and leaped up into the air, reeling the long cable in and swinging feet first through the air. He quickly planted both his feet on Norman's chest and tightened his calves, pushing off of him into a back flip, Norman's Glider staggering back through the air, along with Norman himself, his feet still firmly strapped to the board.

Norman cackled and stepped off of the low Glider with a heavy thump. "You lose, Spiderman!" He turned and pressed his palms to the heavy wooden doors.

"Goblin, stop!" And he did, looking over his pouldron covered right shoulder. Peter was perched atop a nearby lamppost, looking down at him. The amber glow of the light bulb below lit up Peter's Hoodie creases and the mask's deep features. "If you go in there, you won't kill them." He swore. The Goblin scoffed and snarled.

"Watch me."

He pushed the heavy doors open and his grin fell from his face. He frantically eyed the empty Church, not a soul inside, the rows of Pews empty and no sign of a Coffin at the front of the Church. The Goblin stepped into the Church, shaking his grotesque head in unbelievable agony.

"No, No, No." He shook his head. He snapped his gaze up as a Biocable _'fwipt!'_ sounded behind him. He turned and looked over his shoulder at Spiderman stood in the doorway. "What..have you...done?!" he roared, echoing through the massive open Church hall, monstrous voice barraging across the building's every surface. Peter shrugged.

"You see Gobby, you made the mistake of telling me you were gonna kill them when you attacked the Festival. I warned the Cops that you would strike again. Luckily, the Cops listened, and they changed his event to yesterday." Peter gulped beneath the mask. The Goblin huffed in defeat and he peered back at the empty Church, eyes darting in deep thought. "They did the event Yesterday, Goblin. A private funeral that you were _not_ going to crash. Their gone, on their way back to their families. You are never gonna hurt them." Peter spoke boldly.

Goblin looked down at the floor and a scoffing grin spread across his features. He shook his gruesome face at the wooden floorboards. A deep inhale through his disfigured nostrils gave way to the smell of hundreds of years of burnt incense and melted wax candles, oak wood tingeing and tinting the smell with a slight sweet and dank aroma. He cackled weakly and his huge metal plated shoulders bobbed and he threw his head back, staring at the ceiling.

"You did it...Congratulations, Spiderman. You've killed me." he cackled weakly, shaking his head at the sheer nonsense of it all. Spiderman had beaten him, they all had. The Benefactors were gone, and so was his hope of restarting the Extremis program. Norman was going to die. His cackles crippled and he groaned, rolling his shoulders with mechanical whirs. "I warned you what would happen if you continued to interfere. You'd make an enemy of me." He turned and his huge boots stomped, his fists clenched tight. "And now...you've done it. Congratulations Spiderman, you won the match. Now, let's see your prize." His lips snarled and he lunged forward, grabbing Peter's throat and throwing him like a javelin. Peter flew over the Pews and he shot a cable to a nearby stone carved pillar, latching to it and swinging himself around to land atop the high corner of the arch above the Baptism bath.

The Goblin turned and walked into the Church, His Glider flying in behind him, low to the ground. He stopped and stepped up and back, onto the Glider, eyes never leaving Peter's mask. The broken Goblin loomed up higher into the Church air as the Green humming Glider lifted upwards. He was eye level across the room with Peter. "If I must die, so must you."

"you'll have to catch me, Gobby!" Peter shot two webs at the two parallel pillars and let them tighten. He leaned back against the concrete wall and leaped off of it, the tension filled cables slingshotting him towards the Goblin, who wailed the Glider towards him, the sudden blast from the jets blowing Pews over. Peter outstretched his fist and slammed it into the Goblin, both of them tangled in limbs and fists as they fought atop the rotating Glider, rows of Pews far below them.

Norman slammed an elbow into Peter and knocked him off the Glider, falling to the Church floor. He quickly shot a web at the Glider's underside and swung back around the other side, smashing both his velocity charged feet into Norman's turned spine, the force exploding across both their bodies. Peter perched atop the Glider wing and dodged a swinging Goblin fist, swooping through the dank air. "I had it all set up! Then you just had to go and be the hero!"

"What you were doing was wrong Gobby! I had no choice but to stop you. Then you made it personal." Peter snarled, wishing those words hadn't spilled from his mouth as he watched the Goblin's grotesque furrowed eyebrows try to decipher what he meant. Peter took the chance to leap up off the Glider platform and onto Goblin's back, grabbing Norman's extended ears and tugging on them. Norman growled and reached up, grasping Peter's mask and throwing Peter over his shoulder, sending the Hoodie clad boy crashing into the Pew rows below. An explosion of polished wood and debris erupted from the floor as Spiderman disappeared beneath the wooden rubble.

Goblin looked into his fist and saw the Spiderman mask still in his grip. He grinned and looked down from atop his Glider, trying to catch a glimpse at Spiderman's true face. Something quickly swung out of the debris and into the shadows, leaping from pillar to pillar incredibly quickly. "I have your mask!" Goblin cackled in a sing-song as he waved the mask in his grip. Suddenly a shadowy figure leaped off the pillar and onto Norman's back, taking the mask from his grip.

"Thank _you-p_!" Peter hollered, The Goblin peering around to only just see the mask fit back over Peter's head. He flared his blackened gums and sent the Glider into a back flip, the thrusters wailing as the Church interior inverted around them. Peter fell off the Glider and quickly shot a web to one of the nearby pillars, swinging around it as the Glider swooped out of it's back flip and into a pursuit, the Goblin atop leaning forward in an attempt to grab the scruff of Peter's prickling neck. His outstretched claw just missed Peter's hood as he quickly diverted the swing, shooting another cable to an opposite pillar, swooping around the Church. The green glow in the darkened Church illuminated brighter as the low flying Glider blew all the candles out in a trail of ascending darkness.

Peter swung upwards and stuck to one of the large wooden support beams, watching the green glow floating around the Church, darkness growing heavier as the smell of incense and candles grew in his nostrils. He suddenly lost sight of the Glider, his white mask's lenses widening. He hollered to try and coax the Goblin out. "Yo, this is a place of worship!"

"Worship this!" Goblin snarled as his Glider barrelled out of absolute nowhere, blind siding Peter with a punch that hit so hard, it sent the wooden joist exploding in a massive eruption of splintered wood, Peter falling to the ground, dazed and confused. The Goblin leaped off his Glider and landed atop Peter's chest mid fall, both of them slamming into the wooden floor boards, a crater of shattered wood exploding around them as they drove each other along the ground, coming to a stop by the the open Church doors.

Goblin slammed a fist into Peter's head, the Spiderman's skull lulling back against the ravaged wooden panels of the floor. Goblin perched atop Peter's chest, grinning at the weakened Spider embedded in the floor. Peter's head lifted with a groan and he flinched at the sight of the Goblin. He quickly raised his Hoodie sleeved arm to grasp the Goblin's huge gauntlet, keeping his claw away from his masked head. He strained to keep the superhuman strong hand away from his scalp, lactic acid pooling in his biceps. The Goblin grit his teeth as his huge arm quivered in an attempt to grab Spiderman's head, his huge fingers coiling around Peter's head.

"How did I make it Personal, Spider? Was it that boy, oh what did you call him? Oh yes, Simon?" he grinned as Peter's arm grew stronger, obviously revealing the truth that whoever was behind this mask knew that boy. Goblin cackled. "Oh...wait..." he suddenly sobered on a cold splash of realisation. "That girl...the blonde. Did she mean something to you?"

The Spiderman mask lifted and the huge white eyes locked onto Norman's, his arm trembling to hold Goblin's grip away. "What _does_ she mean to you, Spiderman?" The Goblin grit his grinning teeth and growled to try and latch his fingers around Spiderman's head, arms bursting with lactic agony and trembling with adrenaline. Peter's grip strengthened and he roared, pushing Goblin's arm up away from his head. The Goblin cackled at Spiderman's strong reaction to the taunts. His other arm came down on Peter's head but he caught that one two, holding both the huge armored arms above his head, elbows trembling with sheer agony as adrenaline cocktailed with his lactic blood. The Green Goblin stared daggers into Peter's masked eyes. "WHAT DOES SHE MATTER TO YOU, ANYWAY?!"

"EVERYTHING!" Peter roared, his anger getting the better of him, throwing Goblin up into the air and quickly lifting his feet up from the floorboard sink hole, knees brought up to his chest. As the Goblin began to slowly fall back down on top of him, he pushed both feet upwards and crashed them both into the armored chest of Norman, an echoing bang and erupting shock wave blowing all of the huge windows out in an explosion of multicoloured glass. Norman's chest plating shattered as two huge feet indentations cracked through his chest piece, sending him hurtling diagonally upwards, exploding through the wooden joists of the ceiling in a spray of shattered wood. A massive hole blew straight through the wooden lathes and slate tiling roof, lunar light pouring through in a waterfall of trickling white glows.

Peter quickly shot a web to the hole in the ceiling, now driven solely by fury. A second threat to Gwen and he was in a fury filled coma, riding on adrenaline fuelled autopilot. He leaped out of the wooden crater and upwards, reeling on the cable to swing himself through the hole in the ceiling, corkscrewing his body to narrowly avoid the sharp fingers of shattered wood. A few taloned fingers of splintered wood did tear and rip down the side of his Hoodie. As he felt the cold night air cool his burning hot body, he reopened his masked eyes to see the bright crescent slither of lunar rock in the sky. He flipped through the air and shot a web downwards, the moon's crescent body arching around his silhouette in the night sky.

Norman sat up from his crater atop the slate tiled side of the Gothic Trinity Spire, staring up at the Moon to see the shadow blackened body in the sky shoot a web down to his torso and reel on it, velocity super charging his body. Norman grinned and braced as a battle roaring Spiderman slammed into his chest, both of them feeling velocity explode across their body's on impact, the spire's ribs shattering in an explosion of brick and tiles. Both of them smashed through the Spire and exited the other side, a tangled mess of punching fists and kicking legs.

Gravity threw them both down hard on the top of a Taxi cab, squashing the car like thin damp paper. Tires exploded in a massive bang of erupting air and pressure, along with all the windows as the roof caved down on them, no time to bend and warp. Car horns blared and a quake of tremors thumped across the concrete, nearby cabs bouncing from the impact boom.

Peter was atop the Goblin's chest, driving fist after fist into his face. Norman spat green blood to the side, dribbling down the metal creases of the squashed roof. "Is that all you've got?" he grinned with broken teeth. Peter roared in anger and reeled a fist back, only for Norman's boots to collide with his chest, a bang echoing across the city as Peter flew off of his chest and lathed his spine into the side of a bus, the vehicle bending around him, tires screeching across the ground leaving black lines of rubber on the tarmac.

Peter fell from the indentation in the side of the warped bus hull, smashed glass lathering the ground. His body ached and a hot sensation trickled down his side, seeing the red smear of blood within the ripped fabric of his Hoodie. He managed to push himself up to full height on wobbly weak knees. He peered up through the mask at the Goblin, stood atop the crushed Taxi cab, panicked bystanders screaming nearby.

"You don't seem like you're enjoying yourself! Aren't you having fun?" Goblin grinned as blood trickled down his grotesque lip. Peter groaned and stood tall, shrugging his shoulders.

"Umm...no."

Goblin scoffed as he saw Peter step in front of two nearby panicked teenagers, telling them to stay back for their own safety. Red and blue flashing lights painted the nearby walls in vibrant colour as Police cars wailed to a halt at the intersection, setting up a perimeter.

"How can you be so naive? These people would never lay a finger to help you!" The Goblin leaped down off the squashed car, the ground cracking under heel. Peter scoffed and shrugged towards him.

"Well, since they don't have the power to fly, or bend steel with their bare hands, I can't say I blame them!" Spiderman retorted in his usual snarky demeanour. The Goblin sighed heavily and rolled his head across his shoulders. Police Officers aimed their weapons and cocked them towards the Goblin.

"I'm growing bored of this Spiderman." He leaped up into the air and his Glider smashed through the front of the Church in an explosion of brick and concrete. It quickly hovered beneath him as he landed atop it. "You win this time, but next time we meet, you won't be so lucky!" he laughed down at Peter. Suddenly the Officers opened fire at the Goblin, gunshots crackling above the car wrecks. Bullets pinged and bounced off of the Glider as he turned in the sky to face them.

"You will all fear...the Green Goblin!" he cackled, taking off into the sky with a sonic boom. Soon silence resumed and Peter's head dropped.

"Didn't feel like a win." he huffed, rolling his aching shoulders. His mind raced about how the fight had gone down. His anger had for the first time gotten the better of him. The constant threats this man posed to Gwen and her family all grew to much and he reached boiling point, lashing out. He'd confirmed the Goblin's suspicions: Gwen meant something to Spiderman.

He peered up as nearby Police Officers neared him, but just as he went to swing away, he noticed their weapons were lowered. He slowly lowered his wrist and kept his masked eyes locked with the approaching Policeman. This man had a very authoritative posture, tall and proud, a black moustache on his aged and worn face. His leathery lips were firmly pressed and his stride confirmed his suspicions: A Police commissioner.

"Hold your fire men..." he stood tall before Peter, a slight smile on his face. "This man is not our enemy." he smiled and held out his calloused and aged hand. Cautiously Spiderman looked around as a roaring applause grew and grew, crowds of bystanders who watched the whole fight unfold. They began to whoop and cheer, fist pumping the air as they celebrated Spiderman. Peter gently grinned with a cheerful smile at the love this city held for him. He stood up tall and reached a hand out, his smaller pale flesh hand squeezed between the gigantic digits of the Officer.

"Huh, firm handshake." The Commissioner grinned. "We'll take care of this Spiderman. Thank you. Without you, we don't know how we'd fight these...powerful lunatics. First a giant Lizard, and now...this Goblin character." he scoffed and shook his tired head. "Back when I was a Private, we only had to worry about thieves. When did these...Super Villains come about?" he shrugged. Peter shrugged back.

"Don't know. But I know I'll do whatever I can to protect this city." He swore. The Commissioner smiled and stood tall, saluting Spiderman.

"Sir, how can we trust this guy? We don't even know what he looks like?" a nearby Officer slurred, shaking his head and gripping his pistol to his hip.

"Maybe that's why you trust me. What if I looked threatening? Would you trust me then? I hold this city close to my heart, and I always will. It's my home for mother Hubbard sake!" he called, a few laughs chattering around him. The man blushed embarrassingly as the spotlight rested on him. "I'm your friendly neighbourhood Spiderman." Peter shrugged, saying it as if that was all the reason he had to give.

Suddenly Peter's phone vibrated and he fumbled with it. "I umm...I gotta go. Thank you all! I love you all!" People cheered him on. Peter turned back to the Commissioner. "I gotta go, but thanks...I'm umm...sorry about the mess." he laughed weakly through his mask, swinging up and away. The Commissioner laughed under his breath and shook his head, turning back to his men. He ordered them all to cordon off the area.

...

Peter swung away from the red and blue flashing street and landed atop a nearby rooftop, fumbling to open his phone. He quickly pressed it to his ear. "Gwen-Gwen-Gwen, please tell me you're home, you're safe?!" he shouted down the phone.

"Jeez, easy on my ears. Yes Peter, I got home, I'm safe. A-Are you?" she quietened her voice to a gentle whisper. He sighed heavy relief and all the stress melted from his tensed shoulders. He pulled the sweat and blood drenched mask off his head and his matted hair struggled to rake between his fingers as he ran a relieved hand through the tangled mess.

"Yeah, Yeah I-I'm fine, ah thank god you're okay. Gwen...you're okay."

"Yeah Peter, I-I'm okay."

"Good...oh Gwen...I-I'm so so sorry about earlier. I should have been more alert, I-I-I should have walked you home, not swung you home!" he thumped a fist against his scalp in anger.

"Hey, Peter it's okay, I'm fine."

"B-But that's not the point! Spiderman was a target to this guy, and I should have known better! I put you in danger!"

"Peter..._stop_, alright?" her soft raspy voice took on an authoritative tone. He sighed and nodded, even though he was speaking to her on the phone. His gestures were meaninglessness to a mobile phone.

"I...I'm...I'm sorry." he mumbled, unable to utter anything else.

"Peter...you sound exhausted. I want you to go home, and get some sleep, alright?"

"But...what about you?" he whined. A weak laugh sounded down the phone.

"Peter, contrary to popular belief, I'm a big girl now. I can cope one night, okay?" she coated the sentence with sarcasm, which let a faint chuckle whisper passed Peter's lips, before sobering.

"You sure?" he uttered. She chuckled.

"Y-Yes! I'm fine! Now go get some sleep. I love you." She gently spoke.

"I love you too?" He furrowed his eyebrows before hanging up the phone. Gwen nearly died, how could she be so chipper and calm? She's always had a level head and been braver than most...but this was a near death experience. No one should be that cheerful after a close call with the Grim Reaper. Peter shook his confused and tired head and stifled a yawn with the back of his hand. He blinked hard a few times and began the swing home.

...

Gwen hung up the phone and sniffed over the tears she'd been hiding from the phone call. As soon as the phone silenced, she went back to hugging her knees and retching tearful cries into her caps wet tracks staining her soft cheeks. Blonde locks fell down her shoulders and her fringe tumbled into her vision. After a cleansing shower, she could do nothing but worry for her Peter.

The last she saw of him, he was swinging off to fight a Villain more powerful and chaotic than Connors. How was the world be filling with more and more of these powerful villains? Gwen shook her head and resumed her weak cries, trying to keep quiet as to not wake her Mother and Brothers. Silence always seemed heavier and quieter when someone was trying to be quiet, and that made it all the harder for Gwen to cry. She picked up her pillow and puffed it up, burying her face in the soft spongy fabric and screaming out till her limbs went numb and her vocals hurt, nothing more that a whimper being audible from the pillow.

She cried into the pillow and slowly pulled it away, feeling exhausted. Her legs felt swollen and a bruise had formed on her knee from where Peter's desperate web had latched to her, pulling her up sharply from a fate decided by gravity and concrete. A deep purple aura of burst blood vessels sat on her neck from where the Goblin had gripped her throat. She heaved another sob and cupped her mouth, eyes wide with sudden fear and realisation: She could have died this evening. By the end of the night, she could have been dead in Peter's arms. Gwen cried again and sobbed, hugging her body, trying to imitate the feel of Peter's warm arms.

She didn't want to worry him, he had enough to think about, and she knew he'd never stop worrying, he'd keeping feeling guilty and it would eventually lead him to commit the act of leaving her, all to protect her. While it would keep her physically safe and well off, her mind would be emotionally ravaged and numb. But as long as nobody could see it, what did it matter? As long as the wounds weren't visible, she looked well...

Gwen suddenly sobered from her dark thoughts at a faint tapping on her locked window, the first time she'd locked it in months. The idea of this Goblin flying around had scared her enough to seal that golden gate for Peter to climb through. She looked up through blurry eyes and clambered up to her knees, batting her hair aside and tightening the belt on her creamy white dressing gown. She sniffed and wiped her eyes, unlocking the window.

No more than five seconds later did Peter clamber in and wrap her up in his arms, Gwen balling up his torn and smoke smelling Hoodie, burying her clean face into the crook of his dirty neck. He hugged her tightly and kissed her ear, simply hugging her as tight as he could, constant kisses to her cheek and ears, eyes filled with salty tears.

"Peter!" she breathed into his neck. He held her close, shutting his eyes tight and running his filthy hands through her softly locks, smelling the aroma of fresh shampoo and...chocolate?

"Gwen...I got ya, I got ya. I'm never gonna let you go. Gwen..." he pulled her back slightly so he could look into her bleary eyes. A weak grin hit his face. "Chocolate?"

"Ah..." she ran her hands up and down his chest like a cat's paws. "Hot chocolate." she corrected with a sniff. He smiled and took her small paws in his grip, kissing their smooth backs. She cooed and leaned her forehead forwards against his. He smiled weakly and ran a hand up her shoulder, sliding up her neck and under her jaw. He lifted her chin and met her slowly clearing eyes with calm passion, a sea of churning brown within his irises.

"You hurt, a-are you hurt?" she asked, wiping her eyes. He shook his head.

"Nothing that won't heal overnight." he winked, Gwen giggled over a sniff. He sighed and sobered, gulping. His eyes lifted to meet hers.

"I'm so sorry."

"Peter." she tilted her head and let it fall slightly to study his calloused hand, fingers playing with his thick digits. "I'm okay, really."

"Gwen, you don't have to hide from me, okay? I told you once and I'm gonna-I'm gonna tell you again, I'm gonna tell you again..." he whispered as he shuffled up onto his knees atop her bed and wet his bottom lip over his top one, studying her chin, unable to meet her wide eyes just yet. His hands ran up and down the soft fur of her cream coloured dressing gown, smiling at the feel of it, and the heat of her body beneath the fabric.

Finally he looked up and gulped, eyes connecting with hers. "T-Tell me what?" she whispered her raspy voice, batting a lock out of her eyes as she inclined her head slightly and let her mouth hang open ever so gently.

"I love you, and I am never leaving you again. I'm here, for as long as you'll have me." he nodded to her, eyes fixated on her beauty. She smiled lamely and observed his neck, before peering up through her fringe at him.

"For as long as you'll have me, huh?" she grinned.

"For as long as you'll have me." he confirmed, nuzzling his nose against hers, earning a snort and gentle giggle from her. Gwen smiled and pressed her forehead to his, enjoying the sensation of his incredible warmth that emitted from him like steam.

"Okay...you got till midnight." she laughed as Peter gave a grinning chortle.

"Aww, come on, a little longer, have me a little longer, please?" he whispered and begged as he pressed himself into her body, a hand coming up to hook behind her ear, his thumb massaging her neck's nape. She teasingly reeled back ever so slightly, even if she was enjoying the closeness.

"Okay, okay. Twelve thirty." she giggled a whisper as Peter laughed into her neck, his hot breath tickling her skin. She inclined her neck to rest her cheek on his head, humming happily at his kisses to her neck.

"Aww...you're so mean." he whispered into her neck.

"aww, poor Buggy Wuggy." she pouted, earning a lop sided grin from him as he lifted his head from her neck.

"Why...don't be mean." he pouted back. She broke out into a grin and he knew he'd won, his usual cheeky grin returning as he lunged forward, wrapping his arms around her as she yelped in surprise, falling back in a tangled heap of happy limbs.

Slowly they both calmed down and lay in each others arms. Peter's eyes were feeling heavy and the bruises and cuts were beginning to ache. Gwen stroked his hair as they laid on her bed, her legs coiled around his and her socks brushing against his ankle.

"Nobody is going to hurt you Gwen...I..." he yawned and interrupted his own sentence. She chuckled and rolled her eyes as she watched sleep begin to take him over. "...I will protect you with all I've got. You come first Gwen...You come first...I love you."

She hushed his mumblings with a kiss to the forehead, brushing his hair aside as he began to fall asleep. "I love you too Bug Boy. Now get some sleep." she kissed his scalp and gently got up, padding across the room. She locked her bedroom door and switched the lights off, setting the alarm for six so Peter could get home before Aunt May got up. Content hat she'd thought of everything, she locked her window and clambered back into bed with Peter, snuggling into his side. She looked at his balled hand on his chest and saw a long silver device in his grip.

"Peter?" she breathed.

"Hmm?" he only stirred a tiny amount. She pealed his fingers off of it and saw the long silver piece of metal, an extended bluetooth device. Oscorp's name was printed in black along the side and it had a green light flickering on it.

"What is it?"

"No idea. Fell off of Gobby when I was..." he yawned again "...When I was fighting him. We could see what it contains tomorrow." he gave up the device and Gwen studied it. Slowly she placed it on her night stand.

"Hah." she breathed gently, pressing her head into his cheek. "You thought of everything."

"Well...Almost everything." he kissed her forehead as she snuggled back into his side. "But nobody's perfect."

"You are." she whispered to herself, smiling as she began to drift off. He breathed a content sigh through his nostrils and hugged her closer, his chin resting on her scalp. She smiled and kissed his neck, before cuddling into his chest and beginning to fall asleep. Even though hell was opening up for one monstrous battle of Extinction for Peter and Gwen, they'd face it together. This would be the ultimate battle for Spiderman, and the war for a couple to survive.

But they were winning right now, because here they lay, with smiles on their faces and warm bodies held together on a soft bed, blissful peace between them. If they could forget a fight such as that and a near death experience with just each other's company, they could face anything together, and they damn sure will. Watch out Goblin, because here comes Team Bug.

* * *

**Author's Notes: Aww, fluff after all of that! Hope you loved it guys. Little less action next time and plenty of Peter and Gwen, and I mean plenty! Love you all and sleep well! - Dave**


	14. Ruthless Calculus' Ultimatum

**Author's Notes: Can I just say how much I love you guys! The amount of lovely reviews I get really makes it a joy to write this for you. Seriously, you are all such wonderful people. Here is a new chapter just for you guys! Enjoy! **

**BTW, Ruthless Calculus is the ideology that letting forty million die so that forty Billion can live is justified. That as long as some lives make it, it was a good action. - Dave**

* * *

**Chapter Fourteen: Ruthless Calculus' Ultimatum. **

**...**

Peter stirred sharply with a sudden intake of air through his aching lungs, his hearth drumming against his rattled ribcage and his stomach tied in a horribly tight knot. His cold sweat clad body glistened in the lunar glow as it peaked in through the window in rays of cool white light. He licked his dry chapped lips and tried to get a bearing on his current whereabouts. His eyes flit back and forth across the room that was not his, the bed he was wrapped up in, that was not his. The window and fire escape that was not his.

He sighed with heavy relief at the weight pinning his chest to the bed, someone who _was_ his. Slowly he peered down and smiled warmly at the blonde tussled hair that fell across his body, trickling in between every nook and cranny of his physic like a river of gold. Her eyes were shut gently and her mouth parted ever so slightly, her breath a soft comforting rhythm to his ears. An adorably cute moan of content hummed passed her lips as she snuggled her fast asleep body deeper into his side, her right arm slung over his chest and hooked around his shoulder.

Peter grinned a happy smile and blinked away his glassy eyes as he lifted his thumb to gently caress her soft cheek. She licked her dry lips subconsciously and buried her head into his chest as his thumb softly rubbed small circles into her pale cream cheek. He sniffed and smiled wider, a few stray tears rolling down his face as he watched the love of his life sleep by his side, hugging herself into his physic. She was so beautiful, no matter what.

He found she was at her most beautiful, funnily, when she was asleep. All the stress and frustration of her busy life seemed to melt away and leave her usually creased and furrowed eyebrows smoothed out above her sealed lids. Every single hardship of everyday life left her alone as she slept, and for a few hours she had nothing to plague her mind, able to just let it go blank as she rested calmly. It was the only time she was truly at peace, and that made it all the more beautiful.

He also adored the way a small string of drool hung from her lip, though if he told her he knew, she'd no doubt beat him senseless. A small snore snorted from her lips as she clapped them together and hugged herself into his side tighter. He grinned at her and he completely forgot his nightmare, simply wrapping his arms around her and hugging her tightly to his chest. A content sigh sniffed through his nostrils and he kissed her scalp, peering through the dark room at her clock. The red glowing analogue numbers read: Two O'Clock A.M.

A happy smile curled his tired lips as he closed his eyes, holding her against his chest. He still had plenty of hours till he had to get up, and any time with Gwen was a well received gift. She snuggled into him and he kissed her hair again, humming one last content moan.

"I love you." he whispered before falling asleep again, his nightmares all but forgotten.

...

The alarm clock blared a violent buzzing as it hit Six O'Clock A.M. Peter gasped himself awake and sat up abruptly as the clock blared loudly. As a consequence, his sudden sit up threw Gwen up too, who _was_ nuzzled into his chest. She hissed in pain as she rubbed her neck, trying to wake her bleary eyes.

"Hsss, argh, Hey...Wha-What the hell?" she winced as she rubbed her crooked neck, looking at him through tired squinting eyes and tussled bed hair. Peter winced and blinked his eyes a few times to adjust, watching Gwen as she leaned over and punched the top of the Alarm clock, shutting it up. He grinned at her, lifting a wrist to stifle a yawn. Gwen pouted tiredly and angrily as she sunk back down to bed, hand sliding under her pillow and hugging it to her cheek as she started to drift back to sleep.

"Wow, not a morning person, huh?" Peter grinned as he began to wake up. Gwen simply pulled a cream skinned leg out of the duvet and gave him a kick to the shin. He cackled a whispering laugh and rubbed his knee as she growled into her pillow.

"It's still dark out, why...just...why?" she moaned a muffled mumble into her pillow, making Peter grin wider at her. Her creamy colored dressing gown was still curled around her soft body, just passing her upper thighs. He smiled and kissed the dip in her neck, the horrible purple bruise still prominent, Gwen shoving him away and rolling over, head still firmly pressed into the pillow. He rolled away with a laugh and Gwen sat up sharply, her hair a tussled mess of blonde around her grumpy face.

"Leave me alone." she moaned, shoving her face back into the pillow. He nodded with a lop sided grin and raked a hand through his hurricane swept hairstyle. A yawn vented from his stretched wide mouth.

"Okay, okay. It cool if I have a shower?"

"Whatever." Gwen mumbled from the pillow. Peter gave a nod and leaned down on the bed, kissing her cheek. She grumbled and rolled over, making him laugh quietly at how grumpy she was in the morning. With that, he hopped over her and padded across the carpet to her door, sneaking out and into the still very dark hall, stealthily walking to the bathroom and edging in, shutting the door behind him.

After a cleansing shower that cooled his skin and cleaned away the dry sweat and oils, he re-emerged in the hall, towelling off his hair as he padded back to Gwen's room. Beads of water trickled down his damp skin as he pulled his old T shirt back over his head, a gash down the fabric's side revealing his bruised skin. The fight with the Goblin last night had shaken him up, badly. Gwen was nearly killed, and it punctured his heart with a fear he never knew he could feel.

He returned to her room and shut the door behind him, leaving those thoughts out there too. The view through her window was still very dark as winter's daylight hours had yet to begin, a thin line of orange light trickling up the distant horizon and ebbing into the still starry night sky. Six O'Clock on a winter morning still looked and felt like midnight.

Gwen was, to Peter's sarcastic surprise, still cocooned in her bedding, blonde hair spread out across her pillow. He grinned and threw the wet towel into her hamper, padding back to the bed and sitting on the lip of it. The Duvet of her bed was curled around her torso yet her right leg was free of the bedsheets, bare cream skin coating her revealed calf. His hand landing gently on her exposed thigh and began stroking her delicate skin. She mumbled and rolled over to face him. Her eyes flitted open and she was looking more awake this time round. He smiled as she sat up from her twisted coil of bedsheets. She pulled her dressing gown back over her revealed shoulder, hugging her torso as she licked her lips. Bless her, she looked exhausted.

"Morning, beautiful." Peter grinned at her. She scoffed and raked a hand through her bed matted hair, her tired eyes beginning to adjust as they widened to their usual bright and vibrant allure. He began pulling his black frayed jeans back on, the belt clinking against the metal clasp.

"I don't know about that." She grinned, lifting a dainty hand to cover her yawning mouth. He felt guilty for waking her so early, especially after all the sleepless nights she's had. He scooted across the bed and kissed her forehead, a hand cradling the back of her head.

"Go back to sleep Gwen. Get some sleep, okay?" he whispered as his lips brushed her brow. Gwen shrugged into his hold.

"Peter...I'm awake now...besides, I've got stuff to...to..." she cut her own sentence in half as she yawned, her eyebrows creasing and her nose crinkling in unison with her stretched lips. Her manors came in to effect as she lifted a hand to cup her mouth. Slowly she closed her mouth and lowered her hand, weary eyes fixed on him. "I've got stuff to get done."

"No you don't, now come on." he coiled his arms around her waist and pulled her down with him back into the bed. He shuffled his black jeans legs under the covers and threw the sheets over her and him, snuggling into the warmth and content dark of the room. She moaned and whined but he pulled her to his side. Soon she gave in and snuggled into his frame, slotting together like puzzle pieces.

"I thought you needed to go." she playfully grinned as her eyes shut wearily. He nodded and furrowed his eyebrows.

"Mmm, yeah, yeah I do - I do. But...five more..." he sunk back into the mattress and hugged her as tight as he could, Gwen nuzzling into his neck. "Five more minutes." he mumbled as Gwen began to slowly drift off to sleep again. He was more than content simply watching her. The way her eyelids began to grow heavy, a few slow blinks of lead weight lashes. The way her tiny button nose sniffled and relaxed in unison with her lips, which began to slowly part, small breaths leaving her plump lips.

A few stray locks defied gravity for a mere moment before falling across her now closed eyes. He smiled and gently brushed the hair behind her delicate ear. Even though Gwen was a tough, resilient and strong headed woman, she felt so dainty and fragile in his arms. He tried so very hard to control his superhuman strength when he was with her like this. Luckily he had a much better hold on his strength now, unlike when he first awoke to his powers, breaking a faucet in half like brittle ice. He'd rather not do that to the girl he loved more than anything in the world.

Peter stifled a yawn with tightly pressed lips, letting it burn itself out in his throat. He gently pulled his arm out from Gwen's vice tight grip and slid out from her hold, reluctantly. He'd love nothing more than to stay in bed with her forever, to just sleep in each others arms forever. As soon as Peter was free of her surprisingly strong arms, he cradled her hands and pulled them up to her face, letting her take over as she subconsciously stuffed one hand under her pillow and rest the other under her chin. He grinned and pulled the covers up over her shoulders the minute she shivered.

Happy that she was fast asleep, he brushed all the hair out of her eyes and over her shoulder. He laid a gentle kiss on her cheek and she mumbled something inaudible in her sleep.

"Sleep tight Gwen. Sweet dreams, and I'll see you at school." He whispered, lifting himself up to full height. He tugged his Hoodie on, then took his backpack and slung it over his shoulder, shoving the green flashing Goblin earpiece inside. He pulled the Spiderman mask over his bruised face. He finally strapped his web shooters on and set her alarm clock for Seven thirty. He looked at her sleeping beauty and shook his head with a lovestruck grin. He reset the alarm for Seven Forty-Five. She deserved a bit of extra sleep.

Peter pulled his trainers on and opened her window, grimacing at the cold air that slapped his once warm masked face. He shimmied out but stopped halfway. Peter peered back through his mesh mask eyes and smiled warmly at her. "Love you." he whispered, before leaping onto her fire escape with a silent thud. He shut the window and ran a hand down the condensation glass, shaking his head and turning to the railing, vaulting over it and launching a web cable up above his head, swinging home. He wished things were different.

He wished he didn't have to leave so early to get home before Aunt May woke up, he wished he didn't have to get out of bed with Gwen. He wished he could give her all the attention she deserved. He wished he didn't have to wage a war with his heart and conscience over her safety and life. He just...sometimes...he wished he wasn't Spiderman.

To Peter, being Spiderman was a drug. It was addictive, a rush, and got better after every hit. But with Gwen, she was his air, his Oxygen. Without it, he would die, he'd have nothing to breathe. With drugs, you can get help, you can wean off of them, you can quit and better yourself, but only if you want to. With air, there is no weaning, there is no substitute. There is only Oxygen, and without it, there is no life. He needed her to breathe.

Peter swung around the side of the Empire State Building, feeling his fizzy blood pool in his tingling toes, gravity gripping his ankles. He tugged on the slackened cable and shot his feet up over his head towards the sky, vaulting upwards into the abyss of dying stars. He arched his spine and shot another cable up from his wrist.

Peter savoured the taste of cold air and stale smog, the smell of exhaust fumes from the streets below and the sound of turbine engines?!

He turned too late as the Glider slammed into him, hurtling across the Manhattan skyline. Peter's grip on the cable slipped and he was soon stuck to the front of the Gothic device, like a bug on a wind-shield.

The Green glow of the Glider zoomed like a shooting star of terrifying lime green. The Goblin flicked his ankle and the Glider swung around sharply, batting Peter into the side of a nearby apartment block. The wall exploded in a rippling effect of brick and concrete, embedding Peter's spine in the crater. His mask was torn and Peter groaned weakly as he lifted his weary head, eyes flitting down at his dangling legs. His left shoe fell from his foot and hurtled downwards for what felt like miles. He finally lost sight of the shoe when it splashed into the churning ocean of yellow Taxi Cabs.

The Glider hovered before the apartment block wall, the Goblin staring menacingly into Peter's masked eyes. The Glider's thrusters crackled and popped with exhaust backfire, green flames spitting from the jets. The wing panels flapped and adjusted to hover the board. The Glider hovered closer and closer to the building, the sharp prongs at the helm of the Glider scraping at Peter's shins. Norman bent down and grinned a grim flare of black gums and yellowing teeth.

"Well, Well, aren't you a busy little bug. Still up, and on a school night? Tut tut." he grinned as he reached a hand forward. Peter tried to lean away, but could only lean his head further back into the cracked brickwork holding him in place. Norman's armor plated hand landed on Peter's mask, and he gripped the fabric in his vice tight hand. Peter could feel the fabric slipping up off his head, and could only close his weary eyes tight. He was so exhausted and still brutally injured from last nights encounter, that all he could do was lift his wrist, and squeeze his fingers down on the trigger, hoping a web would stop him.

Norman released the mask as it just passed his lips, grabbing Peter's wrist instead. The mask slid back down and settled over his head again. Peter sighed relief, but only for a brief moment. Norman's green eyes studied Peter's sleeve, until his sharp pronged thumb slid the sleeve up, slicing into Peter's wrist skin at the same time. He grinned widely at the device on Peter's arm.

"So, you made web launchers, aww that is cute." Norman grinned at the Spiderman mask. "Well, I do believe that this..." he crushed the device like it was made of brittle plastic, sparks and sticky Biocable formula drooling over his hand. Peter groaned at the sudden pressure currently crushing the device into his wrist.

"Oh, I see. Using Oscorp's formula are we? I see some slight modifications...but still...a thief." he growled at Peter.

"I argh...Paid for it."

"Ah did you now? How noble." Norman cackled as he wiped the sticky residue over Peter's Hoodie sleeve. "Biocables...very clever, Spiderman. But your fun is over." He grabbed Peter's shoulders and with a sharp tug, pulled him free of the wall in an avalanche of broken bricks. Peter was too weak to fight, too tired to retaliate. The Goblin held him in his vice tight grip and the Glider began to hover upwards into the sky. Norman looked into the eyes of Spiderman, narrowing them to slits. He shrugged and looked down then back up. "So, how far to the ground?"

And with that, he let go, and Peter fell, with only one Web shooter left. But then, he landed on his feet, seconds later. He looked down and raised an eyebrow at how he was on top of the apartment block roof. The Goblin hadn't killed him...so that begged the question...

"Why?" Peter managed to ask, looking up. The Goblin scoffed and leaped off the Glider, landing on the rooftop with a thud that rattled the structure and dampened the roof, sagging and denting around his huge boots. He stood at full height and shrugged his mechanical shoulders.

"You, Spiderman, have gotten it into your head that Heroes are a law of life. That they are needed to right the balance." The Goblin paced towards Peter slowly, the Glider hovering around them ominously. Peter couldn't help but keep one eye on the device that seemed to have a mind of it's own. "But you see, there already was a balance, until you showed up. There were cops, and robbers, crooks and murderers. It was even." He slapped his hands against his armor plated thighs. "Then you swayed that balance in your favour. You were the force that tilted the balance. Someone had to right that balance, and so came the Super Villains, the people who put the Heroes in place, into perspective."

Norman paced around Peter, dwarfing him in size and presence. "But then I realised something, something that changed it all. Heroes don't exist. Neither do Villains." He shrugged, patting Peter's back hard, making him stagger forward and wind him. "You think Heroes are born? Heroes are built! Out of thoughts, ideology, past traumas, greater good yadda-yadda-yadda, it all gets boring!" he swayed his hands into the air to simulate the craziness of what he was trying to evaluate.

"Villains don't exist either. Villains are the same as Heroes, except they answer to no one, and they do what they have to , maybe for themselves, or for someone they care about." He leaned towards Peter with a mechanical whir. "They are Human. They fuel off of emotions whether that be anger or upset or hell even joy, like me! We are all out to do something, to get a job done. But, innocents get hurt, again and again, and that's what makes us human!" he laughed incredulously, gesturing to his chest. "A Hero is a Villain in denial, someone who gets their hands dirty, so _they_ don't have to!" He pointed a finger out towards Manhattan. "You're a toy to them, something shiny to play with, and one day, they'll get bored of you."

"What about you? You get your hands dirty?" Peter retorted. The Goblin scoffed, hands falling lamely by his side.

"I get my hands dirty, so that I can have a future to spend cleaning my hands. I do what no one else is willing to do."

"You hurt people, and I stop you. That's the truth." Peter groaned in agony. The Goblin scoffed and paced around him, slapping the back of Spiderman's head.

"Here's the real truth. That you and me, we're a lot alike." he grinned. Peter shook his head.

"N-No, I-I'm not like you. You're a murderer."

"Well, to each his own. I chose my path, but you? Hah, you chose the path of the Hero, the Villain in denial." He coiled an arm around Peter's shoulder and paced with him to the lip of the structure, the Glider hovering aside to let them by. Peter's heart was in his throat as he was inches from the man who was going to no doubt become an arch nemesis.

"Look at that." Goblin outstretched his hand to the great city of Manhattan, the sun slowly peaking over the crescent abyss of skyline. Peter's eyes set on the billboard of Spiderman's web pattern, red and blue colours accenting it. A black spider sat dead centre on the billboard and a font was labelled beneath it: _Spiderman is a hero!_

"They need a hero, someone to aspire towards. If I inspire people to do good, so be it. It means I've worked-

"Look...again." Norman cracked through Peter's words. Peter huffed and looked back, seeing ladders stood up around the billboard. Men in fluorescent jackets were stripping the billboard and placing new rolls of paper over it. The new rolls cascaded like a curtain over the Spiderman billboard and their rollers stuck the paper in place. The new image was of a Jewellery advert. Peter couldn't help but feel a wave of upset belief hit him, but hid it deep down.

"See? The people of this city, they found you entertaining for a while...but now? Now they're waiting to see the exciting climax of this Comic book thrill! They want nothing more than to see the Hero fail, fall, die trying." he slapped Peter's back and stepped back, leaning against his Glider like it was a bar counter.

"Tha...That's not true." Peter shook his head, turning from the billboard. Goblin sighed.

"You ever remember those Comic's you read as a kid? Course not, everything's computer games and mobiles nowadays." Goblin grumbled. "Well, when I was a kid, there was this one Comic book I read...Superman. He was so powerful and unstoppable, that after a while...you wanted to see something...challenge him. You wanted to see him out of his comfort zone. And then, then came that one comic: Kryptonite. He was so weak, so puny...the hero, had met his match." He leaned off the Glider and stepped over to Peter. "The good people of this city will give in to human nature. To see the hero fail, fall, die trying. So...why bother?"

"Because it's right."

"No, because you feel the need to justify something that happened to you, like all "Heroes". Something changed you, besides the Spider bite. You experienced something so horrible, that you've taken it upon yourself to make sure it never happens to anyone else. You, have given in to the greatest lie ever told..."

"And what's that?" Peter snapped, growing irritated. As if the Glider could sense it, it hovered towards Peter.

"That you are doing this for them. It's all up in here." he poked Peter's head. "You are doing this to justify the mistake you made...the mistake that cost a life. You, are making amends. Trying to atone, like all Heroes...like all Villains in denial." Norman leaned back from Peter.

"Whatever. I-I'm done with this." Peter turned to leave, shaking his head as he paced away. His backpack was on the floor and open. The Goblin earpiece was halfway out the bag and he saw the green blinking light. Peter scoffed a laugh at how stupid he'd been. It was a damn beacon. He _wanted_ Spiderman to take it from him.

"Her name is Gwen, huh?"

Peter stopped dead, his heart frozen and his blood curdling through his icy veins. Slowly he wet his lips and turned, looking over his shoulder. "Wha...What?"

"That girl. Funnily, she's related to that boy you saved on Christmas Eve. Well everything's online, kids and their Facebook nowadays, it didn't take long to connect the dots. Gwendolyne Stacy, daughter of late George Stacy, Sister to her Brother's Simon, Howard and Phillip Stacy." Goblin recited as he paced towards Peter. Peter was having a hard time not hyperventilating.

"Like all Heroes, they have someone they care about, who they hold so dear that the mere thought of losing them carves through flesh and snaps through bone!" he grabbed Peter's throat and turned him to face him. He let him go and crossed his huge armored arms. "So...Gwen. She's your...Interest." He grinned as Peter's fists shook by his side. "Oh come now, we're both adults, we can talk about this stuff, surely?!" Goblin cackled as he hopped up onto the Glider and perched his behind on it, sitting on it like a hovering bench. He kicked his legs out like a child on a swing.

"If you dare..." Peter managed to breath a shaky threat.

"Oh, I have no intention to harm her. Which, brings us to the penultimate point of my ramblings." The Goblin hopped off the Glider and paced before Peter, who was close to angered tears. "I have a deal, an ultimatum if you shall."

"Forget it." Peter flat out refused. Green Goblin stopped his pacing and stared daggers at him.

"Oh, I think you want to here me out, I really do!" Norman snarled as he grabbed Peter's throat, eyes flaring green. "Or, my friend here will just be programmed to the address of...Ahem." Goblin cleared his throat and looked at his wrist screen. "Apartment 26D of building-

"Okay, Okay...I-I'll hear you out...just...please. D-Don't send that thing there." he gestured to the hovering Glider. Norman released Peter and lifted his hand, calming the Glider.

"So...It is true. She really is the apple of your eye. Pathetically predictable." He turned from Peter and stomped over to his Glider. Peter's knees felt weak, like his bones were cast of brittle glass. Goblin knew who she was, who they all were to him. It was over...

"Gwen'll be safe, Spider. I can assure you of that...as long as you keep your end."

"End of what?" Peter choked out through the mask. The Goblin spun around to face him.

"My Ultimatum." He stepped towards Peter slightly, making the Spiderman masked teen step back. "You see, I only exist so as to give myself a future, to give my family a future. I need a cure for my illness, and these Benefactors have denied me a chance at survival...at life."

"So you're willing to kill people to save yourself? You really are a Villain." Peter scoffed. The Goblin shrugged.

"There are Eight Million people in this city, you do the Math. Think of how many times you can divide two into Eight Million. It is a finite amount compared to the city's population. I don't need to justify this to you Spiderman, because you cannot stop me from hunting them down. You can try, and you will no doubt slow me down...and piss me off." He snarled at Peter with gritted yellow teeth, black gums flaring.

"So what? I make a deal to step aside and let you kill people? No...way."

"See, I knew you'd say that, so that what leads me to this Ultimatum: You give up being Spiderman, I kill my enemies and give up the Glider for good, never to return. The balance is restored, where Heroes and Villains vanish and all the good in this city evens out with the bad." The Goblin gave his Ultimatum, and Peter let the words sink in.

"A-A-And If I refuse?" Peter retorted. The Goblin grinned and lifted a clenched fist.

"Or Gwen and her family dies." He said matter of factly as he flicked his fingers up out of the fist and the Glider's sharp stainless steel prongs extended with a hum. An evil grin slid across his green leathery face. Peter sighed heavily and felt his eyes sting with tears. "I'm sorry it had to come to this Spider, but you've interfered for the last time."

"If you need me out of the picture so bad...W-Why not just kill me? Why...W-Why threaten her?" his voice croaked. The Goblin sighed and shrugged his huge shoulders.

"Honestly?" He leaned forward and grabbed Spiderman's throat, tilting his head in his grip, fingers around his thin neck like a twig in a crabs claw. "It's because I could squash you like the bug you are right now. But, I'm feeling surprisingly generous...I'm offering you a choice..." he let go of Peter's neck and leaned back to full height. "Give up that mask, get on with your life. You're no doubt a kid, so give up this ridiculous responsibility you've cursed yourself with, focus on school, focus on your life. I'm offering you a way out of this." the Green Goblin paced around Peter, whose masked head lulled down to look at the floor.

"Or you kill the person I hold most dear?" Peter looked up at him. Goblin wet his disgusting leathery lips and clapped his huge hands together.

"All our fights end with more and more innocents being caught in the crossfire, Bug. Sure, _we_ can withstand our strengths, but what about them? They're not as strong as us. Being Spiderman is selfish, Being this...Goblin is selfish! More and more people are getting hurt caught up in our selfish fights!" He paced back towards his Glider and turned towards Peter, arms outstretched. "So, you could give up your vigilante regime or we could continue to destroy! Cause the deaths of countless innocents in selfish battle again and again until we're both dead! Is that, what you want?" he glared at Peter.

"So I just...give up? Let my powers go to waste? Or is this all some way to get me to join you?" Peter snapped back.

"I don't want an Alliance, Spiderman, I want you gone! Out of my way, to let the balance restore to this City." Goblin turned to his Glider and depressed a button , a small black panel lifting away and revealing a small shelf. It extended out on small mechanical arms and dropped a small glass vial of glowing blue liquid into his gloved palm. He closed the panel and turned to Spiderman, offering his hand out.

"This is a cure Oscorp developed. Back when I worked there with the Biocable project, we had these vials on easy access in case the Spiders decided to get a bit...heh, Bitey. Obviously whatever bit you came from Oscorp, though I have no idea how it affected you this way. Anyone else would be dead." Peter studied the vial in his grip.

"Y-You worked in Oscorp? The Biocable study?"

"I did, though...things changed. I moved up and on. Working with Curt Connors and Richard Parker was...fascinating. But then it all changed when Richard died."

Peter was shocked. This...Goblin once worked with his father and Connors. Maybe he could learn more about his father, and in response more of his own past. But Peter turned his gaze back to the vial and what it offered: A cure for his powers.

"S-So...T-That Vial...it'll cure me? My powers will vanish?" Peter asked. The Goblin nodded. "I-I don't know."

"It's your choice now. I've told you the consequences of what'll happen if you choose to interfere any further." He dropped the vial in Peter's hands. He leaped up onto his Glider and stared down at him. "Think about it, Hero!"

As quick as he arrived, the Goblin was gone, leaving a stunned Peter in a cloud of dust and vapour, a green hue disappearing into the clouds. Silence echoed around him and he slowly peered down at the blue liquid filled vial in his open palm. His future was decided for him. Gwen was in danger now, as was the entire Stacy family. The Goblin had made an ultimatum, for Spiderman to cease existence and for him to step aside. If Peter did do that, then two people's death would be on his conscience. But if he didn't, then he'd be forced to live the rest of his life without Gwen. Could he live with that on his conscience?

He paced to the edge of the apartment block and lifted his hand up over his head, fist holding the blue vial. His furious mind was fuelling him now. How dare the Goblin give him an ultimatum, control him like this? He was just about to throw the vial to the abyss of traffic below, but stopped, hesitating time and time again. He finally dropped his shoulders and huffed in defeat, opening his clammy palm to study the rolling vial of blue fluid.

Maybe part of him wanted a way out. Maybe he wanted to just give up and let the balance restore, because the Goblin _was_ right. The balance was thrown off when Spiderman arose, far more powerful than the criminals of this city. Someone had to rise to straighten out the balance; Curt Connors. When Peter and Gwen defeated him, the balance was wronged again, and so came the Goblin.

Peter shoved the vial into his pocket and pulled the mask off his head, relishing in the cold air that licked his skin. He ran a hand through his air and lifted his wrist, seeing the destroyed Web shooter on his arm. Peter rubbed his hands over his stubbly chin, skin rasping against the needle hairs.

Peter decided that it was a decision he didn't have to make just yet, so he tried to blank his mind of the Goblin's ultimatum and head to home. He scooped up his bag, threw the smashed web shooter inside and shoved the now deactivated Goblin device in the bag and shoot a web to the skyline.

...

A few hours had elapsed since the Goblin's choice, and Peter's mind was miles away in deep thought as he paced into school, Skateboard firmly strapped to his backpack. His hair was ruffled and a few fresh bruises littered his cheek. He was lost in a swirling aura of dark thoughts. Was he to let the Benefactors die, even if they did deserve it, or was he to stop the Goblin and risk Gwen and her family's lives? The answer was no. No, he was not going to endanger Gwen, ever again. Maybe the Goblin was telling the truth. Maybe he would vanish as soon as he got a hold of the Benefactors. So far all of the Goblin's attacks were aimed at the Benefactors, none were random acts of violence. Two people, or eight million? Two people or the Stacy family? Peter wanted to just scream in frustration at the sky. That damn ruthless calculus.

He stopped dead as a hand landed on his chest, his eyes blinking and focusing upon the blonde framed face of Gwen Stacy, clad in a grey turtle neck that covered her bruised neck and a pair of figure hugging black jeans and boots. She stared at him through her fringe and peeled her hand off his chest. Oh.

"Hey Bug boy, you're looking quite distant...wait..." she gasped and cupped her mouth. "Peter, what happened?" she whispered loudly as her hand lifted to brush his sore cheek. He winced and smiled weakly.

"Nothing. Just...flaring up from the night before. Damn Goblin got me good." Peter grinned wearily. Gwen narrowed her eyes and crossed her arms, but after studying his face for a while, she shrugged and let it go. He walked with her to his locker and wearily turned the combination lock a few times. Gwen leaned against the opposite locker and studied his face. The distant expression of deep thought, the earphone bud lodged into his ear. It was a spitting image of him after Uncle Ben died. Something was up with him.

"Peter, what's up?" She said softly, brushing a lock out of her eyes. He turned to face her with a look of sudden shock, as if he had no idea she was there.

"Huh, oh n-nothing, nothing at all."

"You sure?" she asked with concerned eyes. He nodded repeatedly, mouthing "yep" over and over again. She decided to let it go and smiled bashfully at him, batting her eyelids. Peter grinned and shyly looked at her.

"I really liked umm..."

"Me too." she nodded, biting her bottom lip.

"Yeah?" he smiled at her, rubbing the underside of his jaw. She nodded and stepped closer, looking left and right.

"I umm...y-you're a great pillow." she blushed. He grinned at her, his nostrils flaring slightly and the skin around his brown eyes crinkling.

"Yeah? Well umm...you're a great...spoon." he laughed as Gwen's eyes widened and a laugh sounded from her lip, eyes squinting from her giggling. "That umm...s-sounded _waaaay_ better in here." he grinned and pointed to his head.

"oh yeah? R-Really? _That_ sounded better in there?" she pointed and prodded his forehead. Peter shrugged and wet his smiling lips with his tongue. Gwen calmed her giggling and smiled at him as she hugged her Art portfolio to her chest.

"So, we've got our Art finals in a week. You finished your portfolio?" she asked with a slight incline of her head. Peter pulled a larger A3 sketch pad out of his locker with an elastic strap holding it shut.

"Most of it. Just got one more drawing to do. You?" he asked as he shut the locker. Gwen nodded and shrugged.

"Yep, one more drawing. How'd you find time to finish your portfolio, you know, what with your umm..." she looked at the still busy hallway. "Your _hobby_."

"Its been...it's been tough. Some sleepless nights and no social hours. Sucks how tired I am." he yawned, covering his mouth with a free hand. "I see you've woken up though." he grinned immediately after the satisfying yawn.

"Me? What?" she raised an eyebrow.

"You are _not_ a morning person, Gwen." he grinned till it stretched his face, shutting his locker. Gwen furrowed her eyebrows and narrowed her eyes at him.

"I am if I don't get woken up at Six in the damn morning!" she challenged. He chuckled and wrapped a free arm around her shoulder, his other arm holstering his art folder to his side.

"Sorry bout that." he smiled, kissing her scalp. She shrugged.

"Well, my lovely boyfriend _did_ set my alarm clock slightly later so I got some extra sleep." she looked up at him with a loving smirk. He nodded and chuckled gently as they slid around the bustling crowds that littered the hallway.

"I am pretty awesome, right?"

"Awesome-ish." she wobbled her hand before her. He shook his head and grinned to himself. The bell rang throughout the hallway and Peter grinned wider with happy eyes as he saw Harry walking down the hall towards him, shoulder strap bag on his arm.

"Harry! Hey man." Peter grinned as he kept his arm around Gwen. Harry smiled as he made his way to the pair.

"Hey Pete." His eyes landed on Gwen. "Hi...I'm Harry Osborn." he outstretched his hand.

"I'm Gwen Stacy, nice to finally meet you." She smiled, shaking his hand. Harry nodded and smiled back.

"Yeah, nice to see who keeps Pete here in check." he grinned as Peter rolled his eyes. "So, what class you guys got now?"

"Art." they both groaned in unison, making Harry grin. "We've got Art. You?"

"Maths. Oh the joy. I'll see you at lunch, yeah?" Harry called as he shot a thumbs up to Peter, jogging passed them.

"Without a doubt." Peter smiled as he rammed his hand into his pocket, brought back to his dark thoughts at the feel of the vial in his pocket. His smile faltered immediately, and Gwen saw it.

"You okay?" she asked with a raised eyebrow.

"Hmm? Oh yeah-Yeah, I'm good. Come on, lets go, we'll be late." Peter pulled her along. Gwen raised her eyebrow further, a totally incredulous look slapped on her face.

"Pete Parker, not wanting to be late for class? Who are you, and what did you do with my Bugboy?" she laughed, but Peter gulped as he gripped the vial in his pocket tighter. All he had to do was drink it, and he would never have to worry about crime again, only focus on School work and the love of his life. It did sound good, since he was falling behind on school work and suffering F grades for the first time in his school life. He would be able to focus on getting into a good university, something he'd never even thought of till now, which had just crept up on him. He hadn't even thought about his future, only Spiderman's. Maybe it was time to be selfish, just for once, and indulge in Peter Parker for a change. Make him happy, not Spiderman...but could he live with throwing away his responsibility, his power? He sighed heavily and mumbled to himself under his breath.

"I don't know who I am."

* * *

**Author's Notes: So...yeah. This is gonna get interesting. Will Peter take the choice or risk Gwen further? Do you think its right to let two people die to save a family of five? Are all lives important? All the Goblin wants is a cure, and these people denied him. Ruthless calculus in play. Next few chapters will be almost solely Peter and Gwen fluff again! Yay! Love you all and let me know what you think! - Dave**


	15. They've made their choice, have you?

**Author's Notes: Hey all! New very long Chapter. It was to be even longer but I decided to get it out early and do the rest in a separate chapter! Cannot wait to see what you all think of this one! Oh and to all worried about Gwen's future in this story, I have no intention of killing off my favourite love interest! She'll be fine guys! Love you, and read on! - Dave**

* * *

**Chapter Fifteen: They've made their choice, have you?**

**...**

"Grargh-why is this so difficult!" Gwen shouted in raspy frustration as she threw her head back and dropped her pencil atop her drawing, the graphite tip shattering and spraying small shards of silver across her paper. A few heads lifted throughout the empty class but soon they retrained their attention back on their paper. The class was mainly empty, only four or five other students in the room, as the others had gone to the computer rooms to finish typing up other parts of their portfolios. Gwen and Peter had finished all of that earlier in the month, so now they were finishing their drawings...to Gwen's anger.

Gwen lulled her head back down at her page and her fringe of gold swung across her eyes like a curtain in the wind. She peered up through the blonde locks at Peter sat across the table, removing a music thumping ear-bud from his ear and grinning at her.

"Oh, and what are_ you_ grinning about?" She pouted, picking up her pencil and shoving the tip in her sharpener, twisting it to create long flaky shavings. "Just cos you can draw." She mumbled under her breath. Peter grinned again and threw his pencil down in a huff, trying to hide his grin as he mimicked her.

"_Urgh, why is it so haaaard?_" he moaned over-dramatically, snickering as she narrowed her eyes and furrowed her brow at him. He locked eyes with her for a moment and wet his lips before biting down on his pencil and getting up from his stool, walking around the table to her side. Gwen pressed her cheek into her palm and propped her elbow, shading the page corner with a grumble. He stood over her shoulder and pressed his palms into the wooden desk, one hand either side of her. His biceps brushed her shoulders and Gwen shivered.

"Okay...wanna know what I do?" he smiled, whispering into her ear. Gwen huffed and lifted her pencil up over her shoulder, Peter taking it and leaning over her. His hand opened and she studied the pencil rolling in his palm. "No, I want _you_ to take it." He said boldly as she huffed again and rolled her eyes. Peter leaned his head down so his lips were brushing her ear and hot breath tickled her jaw. "Come on Gwen, don't give up, you never give up."

Gwen shivered and pressed her palm into his cheek, pushing his head away as he grinned a laugh. She took the pencil reluctantly and tapped the tip on the paper. "So what'd you want to show me?" she asked with barely any hint of emphasis. Peter pressed his chest into her back and slid his hands down her grey sweater clad arms, smiling warmly as the soft cotton soon gave way to smooth creamy skin. He intertwined his fingers over hers and took control of her limbs, moving her hand and pencil to a certain spot atop the paper. Gwen smiled with a faint blush that crept up her turtle neck covered throat as she watched his strong calloused hands manoeuvre hers around the crisp A3 sheet of paper. Her muscles relaxed and let Peter do the work.

"So...I want you to draw the nose, okay?" He whispered in her ear, lips brushing her lobe again. She shook her head and nudged him off her slightly. Honestly, they were at school and in class, and he was getting all touchy and kissy?

"Okay..." Gwen dryly responded as she took to sketching a thin outline of the triangular nose. The subject of her drawing was in fact, Peter. The task was to draw a portrait of someone from the class. Gwen and Peter immediately partnered up for the task, but now she was regretting it, because Peter Parker was _not_ easy to draw. She started to grow frustrated as the drawing was looking off centre and slightly too bulbous to match his nose. The photo of him she was copying was placed before her, an image saved on her phone. She pressed the phone screen to reactivate it after going dark and she flit her eyes back and forth to try and copy it exact, but to no avail.

Again, she clenched her fists and stopped drawing, a hand coming up to pinch the bridge of her nose. "I can't do it. Science? Oh yeah-no-yeah, I can work out an algorithm like that!" she clicked her fingers and gesticulated wildly, making Peter grin behind her. "But drawing a damn nose? Nope, nuh-uh, can't do it." she shook her head and emphasised every word with overly dramatic lip motions. "Damn you Peter Parker, and your nose!" she huffed, burying her face in her hands.

Peter cackled quietly as he slipped around her side, pulling over his floor grating stool with a screech. "Gwen, look at me...and my nose." he laughed as she giggled, looking up at him. His eyes were steely and determined, the brown of his usually sleepy irises now bright and vibrant, almost glowing. He ran a hand through his hair and slapped his palms down on his thighs. "You can do it, okay? I have never, _ever_ seen you give up, ever. So..." he got up and walked to stand behind her again, leaning over and taking her hands in his. She giggled gently at the feel of his rough hands on hers. "You're gonna try again, okay?"

"Someone put his big boy pants on today, huh?" Gwen smirked. He grinned and rested his chin on her head, shaking his head. Gwen could feel his swivelling chin digging into her locks.

"Try again, okay. J-Just try it again." he kissed her head. Gwen smiled and shook her head to re-jog her mind. She erased the previous nose and began to gently sketch it again, eyes flicking back and forth from original image to her sketch. Her phone began to hibernate again and she tapped the screen with her thumb, jolting the screen wide awake again. The image was once again bright.

Her tongue peaked out the side of her lips and she concentrated on matching it perfectly. Peter grinned to himself at her face while she concentrated like this. A little peak of pink tongue just inching out between her soft lips, a few stray locks of gold swinging across her eyes till she slides them up behind her ear. She was irresistibly beautiful. He fiddled with the vial in his pocket and couldn't help but ask himself why this was such a hard choice. He had the girl of his dreams coiled in his arms, and to go against the Goblin's Ultimatum, was to condemn her and her family. What was a bigger fear to Peter: Ending Spiderman's life, or ending Gwen's?

He gulped hard and shook his head back to reality as Gwen threw her hands up. "Ta-da! Ha, that's not too bad, right?" she cheered. Peter released the vial and threw on a happy smile as he rested his head on her shoulder. Her nose sketch was an almost perfect match bar one nostril was bigger than the other, but to be fair it was hard to draw something that was't exactly head on. "Hey, Peter. Not too bad, huh?"

"Nah, y-you did great- really great Gwen." he smiled and nodded repeatedly. Gwen's face dropped, and Peter gulped as her expression sagged along with her shoulders. "What?" he asked gently.

"You don't like it, do you? Urgh, I knew that nostril was waaaay too big!" she moaned. He slid around her and took her hand quickly before she erased the whole thing.

"No, No it is - it's great, Gwen...nostril is a _little_ bit too big, but still it's great." he nodded. She looked at him with expecting eyes. "Just...got some stuff on my mind is all." He shrugged her way.

"Like?" she asked, pressing the eraser tip of her pencil under her bottom lip, pushing it up into her top one. Peter grinned at her face and laughed gently.

"Nothing worth thinking about. So..." he stood behind her again, hand cradling hers as he rested the tip of her pencil on the nose sketch. Gwen was still confused by whatever was on his mind, but let it drop as she looked down at the paper, Peter beginning to draw while possessing her hand. She watched up through her fringe as his head rested on her shoulder, eyes fixating from the original photo to the drawing. The smell of his chocolate scented deodorant and shampoo, the sound of the muffled music rumbling from his swaying earbuds. She flit her eyes back down and saw the shaded spots he'd drawn on the nose.

"Now..."

"Now?" Gwen raised an eyebrow.

"Now I want you to smudge it with your thumb." he said as he let go of her and sat back atop his stool.

"Smudge it?" she asked incredulously, unsure of what to do. He nodded and mouthed a "Yep" over and over again. She turned back to the page and pressed her thumb atop the black graphite. Slowly she rubbed and the grey began to spread out, no stroke marks visible. A layer of grey smudged across the nose and she recoiled back to look at him.

"Like that?" She asked. He grinned at how he was helping her for a change, lest it be the norm where she helped him with Homework or cooking or creating a cure for a Lizard virus...last one was a big ask. He jostled his head and looked at her drawing.

"Yep, like that. Now, on the photo, which bits are darker?" he rested his chin atop his fist, studying her. Gwen looked at her phone and the photo of Peter.

"Umm...there..." she shaded a darker, heavier spot on the corner of the nose. "...And here..." she shaded another spot just at the crease in the nostril. "...and yep, one there." Gwen looked up at him and firmly pressed her lips, fingers fidgeting with her pencil. He grinned at her as her black smudged fingertips brushed a lock out of her eyes, leaving a black streak across her brow. He laughed gently and licked his finger tip, leaning forward and pressing it to her forehead.

Gwen recoiled from his saliva thumb and shoved it away. "you've umm, you've got...Pencil...on your forehead." Peter grinned at her, his nostrils flaring and skin crinkling. Gwen mouthed an "oh" and rubbed it away herself with the back of her hand.

"Did I get it all?" she looked from her palm's back, eyes up at him. He gave her forehead one more sweep with his thumb and it turned to a gentle caress that moved up into her hair, stroking her golden locks. Their eyes locked passionately and her green began to ooze into his chocolate brown, each vibrant strand of their complex irises intertwining. Peter's hand raked through her hair and a darkened heat settled in his eyes. Gwen wet her dry lips and gulped to water her dusty throat.

Quickly they both snapped back to reality and looked down at the table, Peter's hand quickly retreating from her hair. "Yeah, yeah-no-yeah, y-you got it all." Peter grinned at the table. Gwen nodded to herself and set her eyes on the drawing.

"Yeah..." Gwen puffed air through pursed lips. "So..."

"Right yeah, okay...Now smudge the darker spots and blend them into the lighter ones, b-but_ really_ gently." Peter explained as he looked up from the table, raking a hand through his wavy hair. Gwen nodded once and pressed her thumb to the paper, smudging it. As she worked, he looked down at his lap and pulled his phone out. The screen flashed to life and he entered the password, thumbing across the screen and the background image of him and Gwen cuddled together. He shook his head and opened up the notes segment. A small folder opened on the screen called: _Reasons_. He had a tally of reasons to give up Spiderman. So far he had a rather short list:

_*Protects Gwen and her family._

_*Can focus on School and University, get a better job and pay._

_*Aunt May won't have to worry so much._

_*Won't have to sneak out of Gwen's at six in the morning._

_*No. More. Secrets._

_*Possibly less Meatloaf._

He sighed to himself and flit his eyes up to look at Gwen. She seemed so at peace when he wasn't in danger or injured. He wouldn't have to stumble through her window at god knows what hour with a blood flooding wound and a dizzy brain. He wouldn't have to worry about her being in harms way. But of all these reasons, he never gave the one he truly knew he wanted to write. The selfish reason to give up Spiderman. He looked at the phone and tapped away.

_*I..._

He looked back up at her as she studied the drawing and photo, smiling to herself for the first time in art class. He grinned and looked back at the phone, mind made.

_*I love her._

He gulped over a heavy lump and shoved his phone in his pocket, looking up at her. "How's it going?" he grinned. She smiled and nodded, looking up at him.

"Pretty good, look." she swivelled the paper to face him. The nose looked like a noire coloured photo. She'd used an eraser to highlight the reflection points of his shiny skin, white lines working up through the black and grey smudges. It looked three dimensional on the paper.

"Pretty good? Gwen th-that's amazing! I-I-I...wow, you're amazing." he smiled at her. Gwen jutted her chin out at him boldly and proudly.

"Well, I had a pretty good teacher." she smirked as she leaned closer to him. He tilted his head and wet his lips, closing his eyes.

"Oh yeah?" he retorted. Just as their lips almost brushed, feeling the crackling energy between them, she reeled back and shrugged, opening her eyes.

"Yeah, Mr Adams. He's a good art teacher." she laughed as Peter shook his head and grinned at the desk. "What? Oh you thought I meant you? Oh wow-yeah-no-yeah, you were...you were...Phenomenal!" she made a big over dramatic display. Peter nodded sarcastically at her as he struggled to battle his large, face splitting grin.

"Phenomenal huh?"

"Absolutely, One hundred percent, Phenomenal." She pecked his lips. "Thank you, in all seriousness though. I couldn't have done that without you." she smiled. He gave a heaving nod that made her laugh and leaned across the table, pulling his artwork over so he could stay sat beside her.

"You are welcome, miss Stacy." he bumped his shoulder with hers. Gwen laughed and shook her head, trying to hide her laugh.

"Miss Stacy huh? Well, Mr Parker, I have one more question..." she bit the end of her pencil, teeth denting the wood.

"What's that?" Peter looked up at her.

"How do I draw the rest of it?" she moaned, pouting at him. He cackled and leaned against her shoulder, shaking his head to the ceiling. "I'm serious, come on, help me-help me-help me..." That went on for the rest of the hour...

...

Daniel Lugo, the officer in charge of the Goblin case, looked over all the files littering his desk. A mind numbing array of white crisp papers, freckled with millions of black letterings, fanned out across his desk and he ran two calloused hands down his face, rasping against his stubble. He yawned and raked a hand up through his short blonde hair.

Two hands slapped on his back and jolted him awake. He flit his eyes up and swung his chair round at Paulie. His paunchy friend laughed and rubbed his chin. "Wakey wakey pal, we're gonna do a coffee run, you coming?"

"Nah, I got so much damn paperwork to do on this Spider and Goblin case." He yawned and covered his mouth with the scarred back of his hand. White hard tissue formed across his knuckles and patches of aged burns curled up his arm and disappeared beneath his shirt sleeve. "Grab me a coffee though would ya?" Danny smiled at Paul. He grinned and held out a fist, which Danny punched.

"You got it. Two sugars and milk right?" he called over his shoulder. Danny thumbed up to him and swivelled his chair back to the desk, huffing. Danny itched his arm and yawned again, a spray of saliva juicing onto his dry tongue. He clapped his mouth and shook his head to wake up. Being up for twenty four hours straight was hardly an easy job, even back in his military life. He pressed a palm to the files and swiped them all aside as he landed on a certain file: Gwendolyne Stacy.

She had become an interest in this case of recent after the Goblin attacked her family at the Festival, and they were under police protection until the Goblin was handled, and Spiderman. Even though the Commissioner had believed that he was a good guy, the vast majority of New York city new better. One man's opinion does not rule over the vote of thousands. Sure these people may be being brainwashed by the Bugle's hateful spreads on the vigilante, but Danny had to agree, that ever since Spiderman showed up, a vast amount of powerful monsters had stemmed their way into Manhattan.

He flicked Gwen's file open and smiled at the Family friend's photograph on the top of the page. A family photo Danny had supplied from a Christmas party a year ago. In the shot was Danny and George hugging Gwen in the middle, a giggling expression on her squished face. Danny flicked the page over and read about her new life. A job at Oscorp, one of Midtown Science's best and receiving a glowing reference from Dr Connors, which she refused to use and had it given in to the police as evidence in Connors' now closed case. He read about one thing that stood out: Relationship partner: Peter Parker.

Peter was of great help during the now closed Ben Parker case, his killer locked away in a dank cell. Since Spiderman captured him on the bridge, something kept settling in his brain, like a fungus that kept growing back. Just how big of a help was this Parker kid? He remembered what he said after the chat with Ben Parker's murderer:

_"No way this Parker kid is Spiderman"_

Danny shut the folder and slung it under his arm along with a few others as he stood from his desk with a groan. He studied himself and pressed a free palm to the table, peering down at his legs. He reached down and hooked a finger under the hem of his right trouser leg, pulling it up to the knee-the mechanical knee.

His prosthetic leg clicked and whirred from under the carbon fibre coated piston. He sighed heavily and bit his lip, dropping the trouser leg and making a beeline to the door, pushing through the swinging glass frames.

He left the elevator and paced through the lobby to the exit, swivelling around the glass doors and stepping out into the cold streets of Mid day New York. The bustling streets of New York roared with thousands of overlapping sounds. Voices, car horns, engine thrums, car backfires. Every time he heard the loud bang of a car backfire, he still gasped and jolted with shock. He scratched at his left arm and made his way through the streets with the folders under his arm. Wearing just a blue buttoned up shirt and suit trousers, he nodded to people who made eye contact and smiled warmly, even greeting a "morning" to a few who said it back.

He slid a hand along his buzz-cut blonde hair and stepped across the street, looking left and right as yellow cabs funnelled through the fog rising from the vents. He skipped up the opposite curb and regretted it as his mechanical leg hissed and whirred loudly. Danny grit his teeth and gave the mechanical burden a weak kick, trying to get it back in line and behave.

He stepped into a nearby dark alleyway, sunlight banished from this dank and cold slice of brick and concrete. He paced around the back of a nearby dumpster and huffed a heaving breath as a shadowy figure paced out of the dark, huge boots thumping. The green metal plated hand took the folders and he perched atop his hovering Glider. Danny gulped and looked left and right, nervous to being caught. The Goblin flicked the folders open and skimmed his eyes across the pages.

"You did good Church, you did real good." He grinned to Danny - real name being Andrew Church. '_Danny'_ shrugged and wet his chapped lips as he bounced on his toes.

"So, this all you need?"

"As of now? Yeah, I can work with this. You did good on getting me the Stacy family documents. Made it easy to get her home address." Norman grinned as he hopped off the Glider wing with a thump. "So, she's intertwined with this Parker kid, huh? Wonder what Spider'll make of that." he shut the folders with a clap. Church looked up.

"What? Gwen's with Spiderman? After what happened with her father?"

"What d'ya want me to tell ya. She likes guys in tights." Norman cackled as he paced around Church. "You just keep feeding me the information I need, then...when those pesky Benefactors are dead, we'll both have what we want, right?" Goblin grinned. Church peered down at his decapitated leg, grimacing at the mechanical growth that took its place.

"Yeah. Extremis'll work, right? I mean...I-I don't wanna end up like those other soldiers who got blown up or turned into bombs."

"You won't. I've got...heh...a few favours with Oscorp, I'll get them to perfect it, then we're both set and we go our separate ways. Capiche?" Norman said to him, crossing his huge mechanical arms. "And don't worry bout the bug, that gets taken care of soon. I gave him the vial. He'll make his choice soon enough, either way he's done. I've got him right where I want him."

Church nodded and gestured to the files in the Goblin's grip. "Those are all the files I have on the Benefactors. Copied them all so no one knows they're missing. We're all good." Church nodded and grinned. Norman flicked them open and studied the files. Church pointed to the page.

"That is: Richard Evans, leading director at SINIAT's Weapon research. They took the Extremis project there, from what we know. All other information is out of NYPD's grasp." Norman rubbed his grotesque chin, his green scarred skin flaring as he set his eyes on the photo of the man he was after. "Richard..."

"And this, is Heather Langhorne." Church flipped the page for Norman. "She's the main funder for his work and does the books for the company, meaning they syphon out cash to line their own pockets without the Tax man knowing. She just marks the missing cash under Research funding, which is classified to US military, which brings us too..."

Church flipped the page again. "...James Rhodes, the Iron Patriot. He's been tasked with protecting them until...well...you...vanish." Church laughed. Norman cackled to the sky and shut the folders.

"They were willing to condemn me while they line their own pockets?! HAH!" he shook his head and ran a hand across his elongated Goblin ear, only one long metal device to his left ear, the other...still in Spiderman's grasp. His green eyes glared at Church.

"Keep me updated Church. These people will die, mark my words."

"Don't worry about the cops. I'm the one investigating your case. You're good to go." Church nodded. "Just...Gwen's an old family friend...I-I know they don't know me by my real name but...it's better that way. The past is the past, you know? Please don't hurt her."

Norman stepped up onto his Glider, folders in his tight grip. "If Spiderman does as I say, I won't have to." and with that he flew up and out of the top of the alleyway, a sonic boom echoing in the distance. Church nodded, straightening his badge reading: _Officer Daniel Lugo_, and made his way back towards the N.Y.P.D Headquarters.

...

School flew by as the sun just seemed to yo-yo from one horizon to the next in a matter of minutes. As hundreds of students vented out of the school gates, either clambering into Yellow skinned Buses or into Parent's cars, it seemed that only Peter, Gwen and Harry were walking home together.

"Alas, the third wheel." Harry grinned at the pair, hands conjoined. Gwen grinned smugly at Harry then to Peter, who jut rolled his eyes.

"Oh come on dude, lighten up. Hey, how's your Dad doing?" Peter asked. Harry gave a weak shrug.

"Eh, I mean he seems a bit better, but he's always out on business. Apparently there's this meeting he's gotta go to with a group of Benefactors or something." Harry shook his weary head. Peter's smile vanished at the mention of Benefactors.

"Benefactors huh?" Peter raised an eyebrow.

"Yeah, some big Oscorp breakthrough thing."Harry gesticulated with wavy hands. "Oh well, at least he's keeping busy."

"Yeah, that's always good." Gwen nodded with a smile. Peter pulled her against his side slightly and she giggled gently. Harry rolled his eyes and Peter caught sight of it.

"Come on Harry, there's gotta be someone you like at school, right?" Peter inclined his head. Gwen nodded, brushing her bangs out of her eyes.

"Yeah, come one Harry, who gets you all fluttery in here?" Gwen prodded the spot where her heart was. Harry shrugged and ran a hand up through his combed hair. Peter and Gwen both looked at each other and shrugged simultaneously.

"Well...I guess...I mean...Mary Jane's pretty hot." Harry blushed as he eyed the moving pavement beneath him. Peter and Gwen both groaned loudly, startling Harry. "Wha-What?"

"I love her to bits, but MJ is a _nightmare_ with relationships, seriously." Gwen raised a hand to solidify her statement. Harry scoffed at Gwen.

"Oh come on, she can't be _that_ bad.." He studied both Gwen and Peter's neutral faces. "...R-Right?" He winced, and then Gwen cleared her throat, hand out before her as she began to count off something atop her fingers.

"Lets see, Richard Curtis, Andrew Penning, Tony Pearlman, David Wesker, Amy Evans, Karl Matthews-"

"Hang on, hang on, hang on...Did you say, Amy?" Harry shook his hands up in shock. Gwen nodded and rolled her eyes dramatically.

"She was going through a phase."

"Oh right, that lasted a week!" Peter injected into the conversation, a laugh behind his grin as he let his free hand run up through his hair. Gwen gave a _Well-that's-true_ nod and bob of her eyebrows. Harry blew air through his lips and eyed the tarmac again.

"Okay, okay, you've made your point."

"What about Chloe?" You were happy talking to her in English today." Peter gave a lop sided grin as Harry punched his shoulder, grinning back.

"Shut up. W-We had to parter up, that's all...But, I guess she _is_ cute." He defended sheepishly. Gwen mouthed an _'aww'_ at him.

"Yeah, you should totally ask her out, she's a real nice girl." Gwen nodded to him, eyes boring into his. Harry grinned weakly and eyed the hand holding pair. He adjusted his shoulder strap bag.

"You think so?"

"Yeah, Chloe is single, she's got a heart of gold...what could go wrong?" Gwen smiled. Peter nodded to him. Harry sunk his head down into his shoulders and kicked a pebble up the tarmac.

"I...I don't know. I mean, what if she shoots me down?"

"Harry, let me give you some advice..." Peter said, Gwen snorting. Peter eyed her with confusion. "What do you mean - _snort_?" he mimicked the sound she made, tensing his throat and pressing his tongue to the roof of his mouth. Gwen shook her head, patting the hand she was holding.

"No, no, you go ahead, give Harry relationship advice. I mean, tell him how you got me?" she raised her eyebrows challengingly.

"What, I asked you out!" Peter defended, his voice rising a few octaves.

"Oh yeah, sure." She cleared her throat, readying herself to mimic him. "Oh hey, we should...yeah...I mean...only if you...maybe...umm...err." she put on his monotone voice and ran a hand through her hair repeatedly, also running her bottom lip over her top one several times, trying her best to re-enact his many mannerisms. She broke down and giggled as he lulled his head back. "I mean, come one, some time this century." she rolled her eyes and shook her head at him. Harry laughed till his sides hurt.

"Oh god, that was spot on!" Harry wiped away a stray tear and Gwen laughed with him, Peter caught in the middle of the abuse.

"_You_ said it was cute!" he laughed at her, pointing to her chest. Harry laughed to the side of the pair bickering.

"No, it was-it was cute. But I had to help you out." Gwen jutted her chin out at him.

"Oh yeah?"

"Yeah, cos otherwise we'd still be stood in that hallway trying to ask one another out." She shrugged matter-of-factly. Peter went to start another point, the air just leaving his lungs.

"Anyway! So you think I should ask Chloe out?" Harry raised his voice.

"So you like her?" Gwen asked, peering around Peter's chest to see Harry.

"She is really cute. I like her hair...and her eyes..." Harry blushed like a child.

"Why d'ya think I put up with her?" Peter thumbed over at Gwen, who punched his shoulder, seemingly sending a vibrating laugh erupting from his grin.

"Okay, _you_ don't get a goodnight kiss tonight." She threatened, like berating a child for catching them red handed in the cookie jar. Peter whined and threw his head back.

"Okay, okay, I'm sorry, I'm sorry." he repeated, holding her hand so she couldn't let go. Harry shook his head at them both squabbling.

"I should shave my head and wear two eye-patches, just to get back at you!" she thudded a finger at his chest.

"If this is what I have to look forward to...forget it." Harry grinned. His smile dropped as he saw the jet black limo parked up by the side of the road opposite. "Well, this is my stop. I'll see you guys tomorrow, yeah?"

"Yep, see ya Harry!" Peter called as Harry took off towards the black limo parked down the street. Peter and Gwen carried on down the now darker street. Gwen clung to his hand angrily.

"I didn't mean it." he moaned, Gwen ignoring him. "I love your hair, and adore your eyes, I love every inch of you...but your personality is the most beautiful part of you." he kissed her temple. Gwen grinned and bumped her hip to his, his lop sided grin stretching across his face.

"Okay, you can get a kiss tonight." she rolled her eyes. "Honestly, the things I do for you."

"I know, I know. Love you." He pecked her cheek as his hand left hers and wrapped around her shoulder, pulling her into his warm side. She would put hers around his back, but his skateboard and backpack made that impossible, so instead she let it hand uselessly between them.

...

Night time owned this city now. Black inked in through the edges of the sky and the deep dark aura of swirling blues and purples became prominent with the freckles of countless millions of glowing stars. Millions of headlights moved and danced like blood through the many intertwining veins that made up Manhattan's streets. Skyscrapers stood tall and prominent, nose to nose with one another like a tense game of Chess. King and Queen pieces were some of the tallest and proudest, The Empire State Building, and the Chrysler Building.

Sat atop the concrete eagle head on one corner of the Chrysler tower, Spiderman crouched in his newly finished red and blue suit. As a final outing as Spiderman, Peter decided to do it in style, finishing the suit himself and swinging out early to catch a grand total of eleven criminals, all webbed up above N.Y.P.D headquarters.

But now, he was alone, and his vantage point atop the eagle head was laid to waste as he eyed the vial rolling in his rubber suited palm. The blue liquid sloshed back and forth in the glass cylinder and he breathed a heavy sigh through his mask.

"Will I be letting you down?" Peter mumbled as he peered up at the brightest star in the sky. He swallowed hard, the rubber veins atop the Spandex bobbing on his throat. "If I give up my power...my responsibility...will I be letting you down, Uncle Ben?"

Peter got no such reply and grew angry. Why couldn't someone just tell him what to do? Why couldn't someone just jam the vial into his wrist and make the choice for him? He peered back up at the starry cold sky. "S-Say something..." he whispered. He suddenly stood up, fists clenched at his sides. "Say Something!"

"Do something!" Peter shouted to the sky, wanting anyone to speak to him. Anyone to tell him that this was in fact the right way to go. "Show me something, anything!" He peered down as his anger subsided and his throat grew raw. The vial sat in his palm, the blue fluid sloshing. Peter huffed and closed his fist around the vial, peering up at the huge city. The Goblin was right. As he looked on, he heard no sirens, no wails, no screams. This was the first official outing of Spiderman since Christmas and since then, it was only a few small criminals and the Goblin's attempts on the Benefactors. Peter sighed and suddenly felt very claustrophobic in the Spiderman suit, like it didn't belong any more. He knew the day would come where he'd have to give up the mask, he couldn't be him for ever...but he never thought the day would actually come.

He smiled happily to himself at the phone sat on the eagle head. He knelt down and knuckled the screen, watching it illuminated in the low light and show a wonderful image of Gwen and Peter cuddling, his arms tight around her. He wanted that future with her, where she was safe, where he didn't have to sneak out at six in the morning, where he could be with her, and not just sat by her listening for sirens.

Peter had made up his mind. He picked up his phone, rammed it in his pocket and leaped off the tower, hurtling downwards through the icy winds till he shot a web up and swung around the side of the tower. He needed to meet the Goblin one last time.

...

Norman sat at the Dinner table. Even though he was still using the Goblin serum with every Glider outing and suit use, his skin was improving, as was his condition, though slowly. He didn't have that time though. He dabbed his mouth with his napkin and looked from the table to Harry slumped over the sofa, flicking through the channels on the TV. His socked feet flicked over the arm rest and he dropped his hand to his chest.

"Hey Dad, you seen the news?"

"No, what's that?" Norman cleared away the plates to the kitchen, putting them in the dishwasher.

"That Spiderman guy's done something! Hah, that's cool!"Harry called from the other room. Norman dropped a glass with a smash, jolting him awake at all the small glass shards on the floor.

_Spiderman, huh? Looks like he didn't accept our offer!_

"We don't know that." Norman huffed to himself as he swept the glass up. Harry ran into the Kitchen, eyeing his kneeling father and the sea of smashed glass.

"Hey, you okay?" Harry rested his hands on Norman's shirt shoulders.

"Huh? Oh, yeah, just getting clumsy. I'm fine." Norman smiled as he dropped the swept up glass into the bin. Harry gulped and nodded as Norman stood before him, wiping his wet hands on a towel.

"Another episode?" Harry gulped. Norman lifted his chin with his thumb, but Harry carried on. "You didn't pass out did you?"

"I'm fine son, okay? I'm glad you're here to help me." He smiled as his son wrapped his arms around his Dad. Norman was thrown off by the hug, but soon sunk into it, hands around his son's spine. Harry decided now was the perfect time to spill about his troubling thoughts that had plagued him ever since Norman sent him off to Boarding school years and years ago.

"I'm sorry Dad, a-about Mom...I-I-I didn't mean to, I mean-

"Hey, I was so very wrong to blame you for what happened, okay? It was an accident, and she chose to save you, alright?" Harry sniffed and eyed the floor. "Harry, your Mother died so that you and I could live. Lets make sure we can do that for her, yeah?"

"Ye-Yeah, O-Okay Dad. I always thought you hated me for what happened." Harry trembled. Norman shook his head.

"I needed someone to blame for the car accident, and I took it out on you. I was selfish, and a horrible, horrible man, but I'm trying to be better, okay? I'm _going_ to get get better...I can fight this illness." Norman heaved a gulp. "If not for me, for you."

"I just...I miss her." Harry shrugged, wiping his wet tracks. Norman nodded.

"I do too, all the time." He smiled weakly at Harry. "Now, what's this Spiderman thing?" Norman blew a shaky breath, desperate to change the subject. Harry led the way to the living room, Norman behind.

_So...a little delve into the Osborn past huh? A car Accident? What happened there Norman?_

Norman ignored the Goblin rummaging through his brain and looked upon the TV. His eyes widened. The News broadcast showed a helicopter air-view of Brooklyn bridge, searchlights painting white light on the silver strands of web that made an intricate pattern across the support cables.

_"It appears that Spiderman is trying to send a message to someone, we have no idea who."_ The TV news presenter spoke through the screen. Harry grinned at the web on the Television as he slumped back into the seat. Norman simply stared at the TV screen.

_"Meet me."_ was weaved into the webbing in huge letters, a clear message to Norman.

_So, the bug wants to meet, huh? _

"Harry, I've err...I've got to go in to work for a bit. A problem with one of the Biocable orders." Norman feigned an annoyed huff as he threw his coat on and made a beeline for the door immediately. "Don't worry, I'll be back."

"You okay, Dad?" Harry peered over the arm chair. Norman smiled at him.

"Yes Harry, I actually am. Wonderful things are coming...Wonderful things!" And he left into his study to grab his "shoes" Harry shrugged and looked back at the screen, unable to hear the bookshelf sliding open to reveal the Goblin lair.

"I'll be back late tonight! Don't stay up late!" Norman called. Harry never took his eyes off the screen.

"I won't!" He was too engrossed in the show he was watching to not hear the front door shut.

Norman stepped into the room as the shelves shut behind him and he injected the green fluid into his veins, feeling his muscles strengthen and his skin blotch and scar. His nose extended as did his ears and frayed hair. He stepped into the mechanical armor and the Glider lifted up towards the opening roof above, moonlight glimmering across the Green armor.

...

Peter activated the beacon on the Goblin earpiece and watched the green light start blinking. Now all he had to do was wait. He swung through the decayed and rotting wooden window frame of the derelict Hudson river Harbour house. The large wooden half sunk building was diagonally propped into the crystal clear water. Barnacles freckled the soft water logged wood and the spine of the structure was bent and twisted, making the building warp over the years and slowly sink diagonally into the Hudson river. Frigid cold water lapped gently against the wooden beams and licked away at the rotting frames, eroding the building more and more with each passing minute.

A lone boat bobs gently next to the derelict structure, a single bell ringing rhythmically with each swaying lap of the rivers calm waves. The distant Statue of Liberty stood tall and proud against the black night horizon, her elegant green hand held up to the sky, clutching the flaming torch that illuminated with a soft amber glow. Silence echoed across the Hudson and the frothing lap of the water against the wooden Boat house made a loud churning hiss. The trickling tingle of the water's voice harmonised across the floor-less wooden house, the water below reflecting blue aqua auras of wavy light against the wooden ceiling.

Peter stuck to the nearby wall and shot a web from one creaking wall to the other, sticking the two cables together. He walked out across it to the centre and shot another pair of cables out each opposite way, sticking those ones together too. Eight more of those cables shot out of his wrist launchers and with some fine tweaking and inner cables, he'd made a perfect web to lay back on.

Peter lay on the bouncy web, with one Spandex hand behind his head, both his blue rubber coated legs crossed. His other hand was in his lap, holding his phone. His gloved thumb swished across the screen as he played the video game "Bubble pop."

He paused the game and closed it, opening his messages as a new one made the phone vibrate violently in his hand.

_Gwenny Stacy Xxx:_

_Hey, when are u coming over? I want to show u my new boots ;) xxx_

Peter smiled beneath the mask, making the red rubber stretch. His white mesh eyepieces set wide against the phone's illuminating screen. The soft trickling of the flooded ground below soothed him as did the aura of swirling ice blue reflections on the rotten ceiling. He chuckled with a hidden grin and began to tap a response into the keypad.

_Peter:_

_Sounds great, can't wait to see u model them for me! ;) I've just gotta take care of some stuff first, see u latr? Xxx_

He hit send and laid his head back on the webbing, looking at the swirling projection of water lights on the derelict roof. He held the phone to his chest and huffed heavily. For the first time, he actually wanted out of the suit and wanted to just be Peter Parker and see his Gwen. It had finally settled in his mind what his choice was. So why couldn't he actually inject himself with it yet? Why was he waiting to meet his arch enemy for a friendly chat? Because he was tricking himself into believing he was okay with giving it all up, and it really began to piss him off.

His phone buzzed and he lifted it up, grinning at her response.

_Gwenny Stacy Xxx:_

_Oh? Everything okay? X Hope so. Yeah, Ill see u later tonight then! Yep, Im gonna model them for u! haha, in ur dreams Bugboy! Love u! Xxxx_

Peter grinned and tapped out his response quickly, fingertips drumming against the phone keys.

_Peter:_

_Awww, why so mean? Haha, love u too, so much. See u later! Xxx_

Peter shoved his phone away and drummed his hands on his chest as he watched the dancing reflections on the wooden ceiling. Lunar light ebbed in through the cracks and painted long white lines down the opposite walls. He saw the white disappear briefly and flash green. This was it. Peter sat up on the web and crouched, just in case he was hostile.

Suddenly the ceiling exploded in an eruption of wooden debris and razor sharp rusty nails. The huge hole let a flooding waterfall of lunar light pour into the room and the wooden splinters crashed and splashed into the pooling water below. The Glider was hovering before him emitting a green glow, the Grotesque armored Goblin stood atop it.

"So, nice crib." He grinned. "You wanted to meet?"

"Yeah...I-I...I've made up my mind." Peter rubbed his rubber veined spandex neck. "I think I know what I want."

...

Church looked at his phone, the new message blinking:

_Unknown:_

_He wants to meet at the Hudson River ruin. Get all the NYPD down here. I need him to believe you have all turned on him. A betrayed Hero is more likely to vanish and forget caring for them! _

Church looked over the set of photographs sent after the message showing Spiderman on his web inside the building. Church gulped and slid the phone in his pocket, brushing the mechanical cogs of his leg. He sighed heavily and got up with a groan, holding the folder in his hand. He adjusted his Daniel Lugo badge and paced into the large open room where all the officers were chatting and laughing. His sudden bursting presence made all eyes snap to him.

"Alright! We just got an anonymous tip from several witnesses that the Goblin and Spiderman have been sighted in the derelict Boat House on the Hudson!" he watched the bobbing Adams apples and wide eyes peering back at him. He couldn't help the small smirking curl on his lips. "Now, we need SWAT down there and armed Helicopters to surround the structure, that way they don't escape. We can end this tonight ladies and gents!"

"You want armed choppers brought down on the Hudson? What proof is there that they are really there?" The Commissioner stood in the doorway, all eyes swivelling to land on the bravado man, twirling his moustache. Church sighed and opened his phone, sending the photos to the main computer. He slid the phone away and paced over to the keyboard, tapping away. The Projector ignited and cast a huge image on the wall. People turned towards the wall bathed in light. They all gasped and went rigid.

"There he is, in the boat house, and the Goblin is just out of frame from what they were saying. Sir, these two are working together!" Church shouted as he pointed to the proof photo on the wall. "What kind of Hero works with the Villain? We need him gone, he is not who we thought he was!" Church rallied the room, looking at all the nodding heads and disbelief struck faces. "Sir, we have a shot here to take out both of these guys! The Vigilante and the monster!" Church pleaded.

"Okay Lugo, okay, you've made your point." The Commissioner sighed heavily as he stepped into the room, shaking his head at the images on the screen. One photo showed the Goblin clearly speaking to Spiderman, hovering above his web. "To think I said he wasn't our enemy. George was right. Jameson was right. Spiderman..." The Commissioner ran his fingers under his glasses and pinched the bridge of his nose. "Spiderman is a menace."

"Sir...we can stop him, both of them. Their last fight got a lot of people injured, they wrecked an age old building, the Trinity Church is in ruins! We have to stop them." Church begged. Slowly the Commissioner pealed his eyes off the projection and back to Church.

"Danny, you'll have your choppers. Tell SWAT teams to rendezvous at the Hudson Boat House. Move people, move!" The Commissioner issued the order with a heavy sigh and crack of his vocals. Church nodded and took over as everyone in the room began to prepare, chattering. He slid his phone out.

_On our way._

...

Norman looked down at his gauntlet while Spiderman rambled on, looking at the screen.

_On our way._

He grinned faintly and peered up at the distant camera he had taped to a nearby wooden support beam, taking timed photos of their conversation and sending them to Church. Norman snapped his eyes back on Spiderman.

...But they trust me, so it's my duty to protect them, I mean even the Commissioner said he trusts me, which means the police do! If I work with the cops, I-I-I can help them!" Spiderman said with a beg to his cracking voice. Norman nodded and eyed the smashed window frame every now and again, for any sign of the SWAT. "I...want Gwen safe, I do, I want to just...urgh, be with her, I...I want to just...give up!" Spiderman slumped back on his web. The Glider hovered to the side of the web and Norman crouched on it with a mechanical whir.

"I know you do, I know. But I told you that this city will inevitably betray you! It won't be long now Bug before they grow tired of your shenanigans, and want you strung up...for being different, unique...exceptional."

"No...Th-They'd never do that. I stopped Connors...I saved the city."

"Yes, but now that it's "peace time" as the Mayor proclaims, they won't have a need for a Hero, a Villain in denial." Norman sat on the lip of the Glider, his huge boots dangling and swinging. He just needed to stall Spidey. The Bug peered up through his white masked eyes at Norman.

"What makes you happier? Gwen, or defending these snivelling cowards, who'll soon betray you!" Norman proclaimed loudly, his gruesome voice ricocheting off the wooden walls. His hands fell in his mechanical plated lap.

"Gwen." Peter grinned beneath the mask. "She makes me so, so happy and...wait, why am I opening up to you? You're a damn murderer!" Peter turned aggressive, standing up on his web. Norman stood up on his Glider to full height.

"It's true I chose that path to get things done, self preservation. Soon you'll need to think of that, and I'm not speaking to you Spiderman, I'm speaking to whoever lies beneath that mask!"

"Self preservation?" Peter echoed, looking at the vial in his grip.

"My last words on this matter will be this, Spiderman. Who are you really? Spiderman...or..." He prodded the skin just peaking through a faint rip in the mask. "You there, behind it. Who do you want to be more, and what do you want more?"

"I want..."

Suddenly rotors clapped and both of them looked up sharply, Norman feigning surprise. He hovered his Glider up to the window hole. "I don't believe it!"

"What? What's going on?" Peter asked, head frantically darting left and right as the rotors grew louder.

"They've proved me right. Hah!" Norman cackled, watching the predicable silent SWAT men clad in black stacking up behind crates and clambering up rusty ladders and onto old catwalks. Helicopters circled around the abandoned Boat House, blasting long beams of white search lights onto the structure, painting darting white circles onto the walls. A mist of sea water sprayed up under the rotor down-blast. "The people of this city have made their decision on people like you and me..."

He sobered and looked down at Peter. "They've betrayed you."

* * *

**Authors Notes: Well, this was a long complex chapter! Norman manipulating Peter to get what he wants, the introduction and plot twist of Danny/ Andrew Church, Harry and Norman development...It all gets interesting! Don't worry though, plenty of fluff to come, and a stand alone one shot of Gwen and Peter (Rated M, if you know what I mean) hehehe! Love you guys and stay tuned! Please let me know what you think so far! Your input is always greatly recieved ;) - Dave**


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